UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM ~~10-Q~~10-Q/A

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 31,~~June 30, 2023

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 814-01117

GUGGENHEIM CREDIT INCOME FUND

(Exact name of registrant as specified in its charter)

Delaware	47-2039472
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

330 Madison Avenue, New York, New York	10017
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 739-0700

Securities registered pursuant to Section 12(b) of the Act: None

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
None		N/A		N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [ ] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of ~~"large~~“large accelerated filer,~~" "accelerated~~” “accelerated filer,~~" "smaller~~” “smaller reporting company,"” and ~~"emerging~~“emerging growth ~~company"~~company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	[ ]	Accelerated filer	[ ]

Non-accelerated filer	[X]	Smaller reporting company	[ ]

Emerging growth company	[ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]

The registrant had 25,594,125 common shares outstanding as of ~~May 15, 2023.~~August 9, 2023.

GUGGENHEIM CREDIT INCOME FUND

INDEX

		~~Page~~PAGE
PART I. FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements (Unaudited):	3
	Consolidated Statements of Assets and Liabilities as of ~~March 31,~~June 30, 2023 and December 31, 2022	3
	Consolidated Statements of Operations for the three and six months ended ~~March 31,~~June 30, 2023 and 2022	4
	Consolidated Statements of Changes in Net Assets for the three and six months ended ~~March 31,~~June 30, 2023 and 2022	5
	Consolidated Statements of Cash Flows for the ~~three~~six months ended ~~March 31,~~June 30, 2023 and 2022	67
	Consolidated Schedules of Investments as of ~~March 31,~~June 30, 2023 and December 31, 2022	78
	Notes to Consolidated Financial Statements (Unaudited)	1516
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3134
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4347
Item 4.	Controls and Procedures	4448
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	4448
Item 1A.	Risk Factors	4549
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4550
Item 3.	Defaults Upon Senior Securities	4650
Item 5.	Other Information	50
Item 6.	46Exhibits	50
Signatures		51
~~Item 6.~~Exhibits Index		~~Exhibits~~52	46
~~Signatures~~		47
~~Exhibit Index~~		48

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, or this Report, including ~~Management's~~Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 2 of Part I of this Report, contains statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the ~~"Securities Act"~~“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the ~~"Exchange Act"~~“Exchange Act”). These forward-looking statements generally are characterized by the use of terms such as “may,” “should,” “plan,” “anticipate,” “estimate,” “intend,” “predict,” “believe,” “expect,” “will,” “will be,” and “project” or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, our actual results could differ materially from those set forth in the forward-looking statements. Some factors that might cause such a difference include the following: increased direct competition; changes in government regulations or accounting rules; changes in local, national and global economic and capital market conditions; our ability to obtain or maintain credit lines or credit facilities on satisfactory terms; changes in interest rates; availability of proceeds from our private offering of common shares; our ability to identify suitable investments and/or to close on identified investments; the performance of our investments; and the ability of borrowers related to our debt investments to make payments under their respective loans. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason. You should exercise caution in relying on forward-looking statements as they involve known and unknown risks, uncertainties and other factors that may materially affect our future results, performance, achievements or transactions. Information on factors which could impact actual results and cause them to differ from what is anticipated in the forward-looking statements contained herein is included in this Report as well as in our other filings with the U.S. Securities and Exchange Commission ~~("SEC"~~(“SEC”), including but not limited to those described in Part II. Item 1A. Risk Factors of this Report and in Part I. Item 1A. Risk Factors of our Form 10-K for the fiscal year ended December 31, 2022, that was filed on March 15, 2023. Moreover, because we operate in a very competitive and rapidly changing environment, new risks are likely to emerge from time to time. Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements as a prediction of future results, which apply only as of the date of this Report, unless noted otherwise. Except as may be required by federal securities laws and the rules and regulations of the SEC, we do not undertake to revise or update any forward-looking statements. The forward-looking statements should be read in light of the risk factors identified in Part II. Item 1A. Risk Factors of this Report and in Part I. Item 1A. Risk Factors of our Form 10-K for the fiscal year ended December 31, 2022, that was filed on March 15, 2023. The forward-looking statements and projections contained in this Report are excluded from the safe harbor protection provided by Section 27A of the Securities Act and Section 21E of the Exchange Act.

All references to “Note” or “Notes” throughout this Report refer to the notes to the consolidated financial statements of the registrant in Part I. Item 1. Consolidated Financial Statements (Unaudited).

Unless otherwise noted, the terms “we,” “us,” “our,” and the “Master Fund” refer to Guggenheim Credit Income Fund. Other capitalized terms used in this Report have the same meaning as in the accompanying consolidated financial statements presented in Part I. Item 1. Consolidated Financial Statements (Unaudited), unless otherwise defined herein. Guggenheim Partners Investment Management, LLC is referred to as ~~"Guggenheim"~~“Guggenheim” or the ~~"Advisor"~~“Advisor” throughout this Report.

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements (Unaudited)

GUGGENHEIM CREDIT INCOME FUND

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES ~~(UNAUDITED)~~

(in thousands, except share and per share data)


							June 30, 2023			December 31, 2022
	March 31, 2023			December 31, 2022			(Unaudited)
Assets	(Unaudited)			(Audited)
Investments at fair value (amortized cost of $41,941 and $48,438, respectively)	$	34,249		$	40,641
Investments at fair value (amortized cost of $37,433 and $48,438, respectively)							$	29,638		$	40,641
Cash and cash equivalents		11,484			8,956			4,405			8,956
Interest and dividend income receivable		589			744			420			744
Principal receivable		—			11,499			13			11,499
Receivable from related parties		2			10			5			10
Unrealized appreciation of foreign currency forward contracts		—			73			—			73
Prepaid expenses and other assets		156			222			88			222
Total assets	$	46,480		$	62,145		$	34,569		$	62,145

Liabilities
Unrealized depreciation on foreign currency forward contracts		5			—
Principal payable		1,552			—
Accrued management fee	$	163		$	214		$	123		$	214
Payable to related parties		102			96			96			96
Accounts payable, accrued expenses and other liabilities		387			562			304			562
Total liabilities		2,209			872			523			872
Commitments and contingencies (Note 8. Commitments and Contingencies)
Commitments and contingencies (Note 8. Commitments and Contingencies)
Net Assets	$	44,271		$	61,273		$	34,046		$	61,273

Components of Net Assets:
Common shares, $0.001 par value, 1,000,000,000 shares authorized, 25,594,125 and 25,594,125 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively	$	26		$	26
Common shares, $0.001 par value, 1,000,000,000 shares authorized, 25,594,125 and 25,594,125 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively							$	26		$	26
Paid-in-capital in excess of par value		61,126			78,102			51,451			78,102
Accumulated loss, net of distributions		(16,881	)		(16,855	)		(17,431	)		(16,855	)
Net assets	$	44,271		$	61,273		$	34,046		$	61,273
Net asset value per Common Share (NAV)	$	1.73		$	2.39		$	1.33		$	2.39

See Unaudited Notes to Consolidated Financial Statements.

GUGGENHEIM CREDIT INCOME FUND

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands, except share and per share data)


	For the Three Months Ended March 31,						For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2023			2022			2023			2022			2023			2022
Investment Income
Interest income	$	896		$	2,345		$	824		$	2,091		$	1,720		$	4,436
PIK interest income		8			79			7			25			15			104
Dividend income		—			179			—			—			—			179
Fee income		17			552			2			3			19			555
Total investment income		921			3,155			833			2,119			1,754			5,274
Operating Expenses
Management fee		255			648			186			572			441			1,220
Administrative services		(13	)		42			35			40			22			82
Custody services		10			21			9			22			19			43
Trustees fees		68			70			73			71			141			141
Related party reimbursements		102			60			95			169			197			229
Professional services fees		61			191			97			193			158			384
Other expenses		69			71			67			73			136			144
Total expenses		552			1,103			562			1,140			1,114			2,243
Net investment income		369			2,052			271			979			640			3,031
Realized and unrealized gains (losses):
Net realized gains (losses) on:
Investments		(74	)		629			(450	)		834			(524	)		1,463
Foreign currency forward contracts		111			(125	)		(10	)		178			101			53
Foreign currency transactions		(36	)		(34	)		51			(1	)		15			(35	)
Net realized gains		1			470
Net realized gains (losses)								(409	)		1,011			(408	)		1,481
Net change in unrealized appreciation (depreciation) on:
Investments		106			(281	)		(104	)		(3,928	)		2			(4,209	)
Foreign currency forward contracts		(78	)		254			5			25			(73	)		279
Foreign currency transactions		4			(2	)		(4	)		(1	)		—			(3	)
Net change in unrealized appreciation (depreciation)		32			(29	)
Net realized and unrealized gains		33			441
Net increase in net assets resulting from operations	$	402		$	2,493
Net change in unrealized depreciation								(103	)		(3,904	)		(71	)		(3,933	)
Net realized and unrealized losses								(512	)		(2,893	)		(479	)		(2,452	)
Net increase (decrease) in net assets resulting from operations							$	(241	)	$	(1,914	)	$	161		$	579
Per Common Share information:
Net investment income per Common Share outstanding - basic and diluted	$	0.01		$	0.08		$	0.01		$	0.04		$	0.02		$	0.12
Earnings per Common Share outstanding - basic and diluted	$	0.02		$	0.10
Earnings (loss) per Common Share outstanding - basic and diluted							$	(0.01	)	$	(0.07	)	$	0.01		$	0.02
Weighted average Common Shares outstanding - basic and diluted		25,594,125			25,594,125			25,594,125			25,594,125			25,594,125			25,594,125
Distribution per Common Share outstanding	$	0.68		$	0.78		$	0.39		$	0.78		$	1.07		$	1.56

See Unaudited Notes to Consolidated Financial Statements.

GUGGENHEIM CREDIT INCOME FUND

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

(in thousands, except share and per share data)

Common Shares Paid-in-Capital in Excess of Accumulated
Loss, net of
Shares Amount Par Value Distributions Total
Balance at December 31, 2022 25,594,125 $ 26 $ 78,102 $ (16,855 ) $ 61,273
Operations:
Net investment income — — — 369 369
Net realized gain — — — 1 1
Net change in unrealized appreciation — — — 32 32
Net increase in net assets resulting from operations — — — 402 402
Shareholder distributions:
Distributions from earnings — — (428 ) (428 )
Distributions representing a return of capital — — (16,976 ) (16,976 )
Net decrease in net assets resulting from shareholder distributions — — (16,976 ) (428 ) (17,404 )
Net decrease for the period — — (16,976 ) (26 ) (17,002 )
Balance at March 31, 2023 25,594,125 $ 26 $ 61,126 $ (16,881 ) $ 44,271

Common Shares Paid-in-Capital in Excess of Accumulated Earnings (Loss), net of
Shares Amount Par Value Distributions Total
Balance at December 31, 2021 25,594,125 $ 26 $ 169,019 $ (11,765 ) $ 157,280
Operations:
Net investment income — — — 2,052 2,052
Net realized gains — — — 470 470
Net change in unrealized depreciation — — — (29 ) (29 )
Net increase in net assets resulting from operations — — — 2,493 2,493
Shareholder distributions:
Distributions from earnings — — — (2,186 ) (2,186 )
Distributions representing a return of capital — — (17,778 ) — (17,778 )
Net decrease in net assets resulting from shareholder distributions — — (17,778 ) (2,186 ) (19,964 )
Net increase (decrease) for the period — — (17,778 ) 307 (17,471 )
Balance at March 31, 2022 25,594,125 $ 26 $ 151,241 $ (11,458 ) $ 139,809
~~See Unaudited Notes to Consolidated Financial Statements.~~

Common Shares Paid-in-Capital in Excess of Accumulated Loss, net of
Shares Amount Par Value Distributions Total
Balance at December 31, 2022 25,594,125 $ 26 $ 78,102 $ (16,855 ) $ 61,273
Operations:
Net investment income — — — 369 369
Net realized gain — — — 1 1
Net change in unrealized appreciation — — — 32 32
Net increase in net assets resulting from operations — — — 402 402
Shareholder distributions:
Distributions from earnings — — — (428 ) (428 )
Distributions representing a return of capital — — (16,976 ) — (16,976 )
Net decrease in net assets resulting from shareholder distributions — — (16,976 ) (428 ) (17,404 )
Net decrease for the period — — (16,976 ) (26 ) (17,002 )
Balance at March 31, 2023 25,594,125 $ 26 $ 61,126 $ (16,881 ) $ 44,271
Operations:
Net investment income — — — 271 271
Net realized losses — — — (409 ) (409 )
Net change in unrealized depreciation — — — (103 ) (103 )
Net decrease in net assets resulting from operations — — — (241 ) (241 )
Shareholder distributions:
Distributions from earnings — — — (309 ) (309 )
Distributions representing a return of capital — — (9,675 ) — (9,675 )
Net decrease in net assets resulting from shareholder distributions — — (9,675 ) (309 ) (9,984 )
Net decrease for the period — — (9,675 ) (550 ) (10,225 )
Balance at June 30, 2023 25,594,125 $ 26 $ 51,451 $ (17,431 ) $ 34,046
5

~~GUGGENHEIM CREDIT INCOME FUND~~
~~CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)~~
~~(in thousands)~~
Common Shares Paid-in-Capital in Excess of Accumulated Loss, net of
Shares Amount Par Value Distributions Total
Balance at December 31, 2021 25,594,125 $ 26 $ 169,019 $ (11,765 ) $ 157,280
Operations:
Net investment income — — — 2,052 2,052
Net realized gains — — — 470 470
Net change in unrealized depreciation — — — (29 ) (29 )
Net increase in net assets resulting from operations — — — 2,493 2,493
Shareholder distributions:
Distributions from earnings — — — (2,186 ) (2,186 )
Distributions representing a return of capital — — (17,778 ) — (17,778 )
Net decrease in net assets resulting from shareholder distributions — — (17,778 ) (2,186 ) (19,964 )
Net increase (decrease) for the period — — (17,778 ) 307 (17,471 )
Balance at March 31, 2022 25,594,125 $ 26 $ 151,241 $ (11,458 ) $ 139,809
Operations:
Net investment income — — — 979 979
Net realized gains — — — 1,011 1,011
Net change in unrealized depreciation — — — (3,904 ) (3,904 )
Net decrease in net assets resulting from operations — — — (1,914 ) (1,914 )
Shareholder distributions:
Distributions from earnings — — — (1,294 ) (1,294 )
Distributions representing a return of capital — — (18,669 ) — (18,669 )
Net decrease in net assets resulting from shareholder distributions — — (18,669 ) (1,294 ) (19,963 )
Net decrease for the period — — (18,669 ) (3,208 ) (21,877 )
Balance at June 30, 2022 25,594,125 $ 26 $ 132,572 $ (14,666 ) $ 117,932

For the Three Months Ended March 31,
2023 2022
Operating activities
Net increase in net assets resulting from operations $ 402 $ 2,493
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities:
Capitalized paid-in-kind income (8 ) (165 )
Amortization of premium/accretion of discount, net (51 ) (159 )
Proceeds from sales of investments 11,123 7,718
Proceeds from paydowns on investments 267 9,584
Net receipt of settlement of derivatives 115 373
Net payment of settlement of derivatives (4 ) (498 )
Net realized (gains) losses on derivatives (111 ) 125
Purchases of investments (4,905 ) (1,242 )
Net realized (gains) losses on investments 73 (629 )
Net change in unrealized (appreciation) depreciation on investments (106 ) 281
Net change in unrealized (appreciation) depreciation on foreign currency forward contracts 78 (254 )
(Increase) decrease in operating assets:
Interest and dividend income receivable 154 (7 )
Principal receivable 11,499 4,636
Principal payable 1,552 —
Receivable from related parties 8 22
Prepaid expenses and other assets 66 (325 )
Increase (decrease) in operating liabilities:
Accrued management fee (51 ) (358 )
Payable to related parties 6 (1 )
Accounts payable, accrued expenses and other liabilities (175 ) 331
Net cash provided by operating activities 19,932 21,925
Financing activities
Distributions paid (17,404 ) (19,964 )
Net cash used in financing activities (17,404 ) (19,964 )
Net increase in cash, cash equivalents and restricted cash 2,528 1,961
Cash, cash equivalents and restricted cash, beginning of year 8,956 29,204
Cash, cash equivalents and restricted cash, end of period $ 11,484 $ 31,165
Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents 11,484 18,781
Restricted cash — 12,384
Total cash, cash equivalents and restricted cash $ 11,484 $ 31,165
See Unaudited Notes to Consolidated Financial Statements.
6

GUGGENHEIM CREDIT INCOME FUND
CONSOLIDATED ~~SCHEDULE~~STATEMENTS OF ~~INVESTMENTS~~CASH FLOWS (UNAUDITED)
(in thousands)

March 31, 2023 (in thousands)
Portfolio Company ^{(1) (2) (3)} Footnotes Investment Spread
Above
Reference
Rate ⁽⁴⁾ Interest
Rate ^{(4) (5)} Maturity
Date Principal /
Par
Amount /
Shares ⁽⁶⁾ Amortized
Cost ^{(7) (8)} Fair Value % of Net
Assets
INVESTMENTS
Debt investments - 76.4%
Automotive
Accuride Corporation Senior Secured Loans - First Lien L+5.25% 10.09 % 11/17/2023 $ 4,084 $ 4,069 $ 3,255 7.4 %
Total Automotive 4,069 3,255 7.4 %
Beverage, Food & Tobacco
Checkers Holdings Inc Senior Secured Loans - First Lien P+3.25% 11.25 % 4/25/2024 1,110 713 876 2.0 %
Total Beverage, Food & Tobacco 713 876 2.0 %
Chemicals, Plastics & Rubber
Drew Marine Group Inc. (11) Senior Secured Loans - First Lien S+4.25% 9.30 % 6/26/2026 963 955 943 2.1 %
Total Chemicals, Plastics & Rubber 955 943 2.1 %
Consumer Goods: Non-Durable
Galls LLC (10)(11) Senior Secured Loans - First Lien L+7.25% 11.58 % 1/31/2025 3,695 3,685 3,602 8.1 %
Galls LLC (Delayed Draw B) (10)(11) Senior Secured Loans - First Lien L+7.25% 11.58 % 1/31/2025 542 540 528 1.2 %
Galls LLC (Revolver) (9)(11) Senior Secured Loans - First Lien S+6.85% 11.58 % 1/31/2024 494 481 478 1.1 %
4,706 4,608 10.4 %

Pure Fishing, Inc. Senior Secured Loans - First Lien L+4.50% 9.24 % 12/19/2025 3,889 3,665 2,422 5.5 %
Total Consumer Goods: Non-Durable 8,371 7,030 15.9 %
Energy: Oil & Gas
Basic Energy Services Inc (13) Senior Secured Bonds N/A N/A 10/15/2023 4,291 1,458 43 0.1 %
Permian Production Partners (10)(11) Senior Secured Loans - First Lien L+8.00% 12.85 % 11/23/2025 412 261 411 0.9 %
Total Energy: Oil & Gas 1,719 454 1.0 %
Metals & Mining
Polyvision Corp. (10)(11) Senior Secured Loans - First Lien L+7.50% 12.77 % 2/21/2026 3,555 3,520 3,271 7.4 %
Polyvision Corp. (10)(11) Senior Secured Loans - First Lien L+7.50% 12.77 % 2/21/2026 1,001 991 921 2.1 %
Polyvision Corp. (Delayed Draw) (10)(11) Senior Secured Loans - First Lien L+7.50% 12.60 % 2/21/2026 138 138 127 0.3 %
Polyvision Corp. (Revolver) (9)(10)(11) Senior Secured Loans - First Lien L+8.50% 13.70 % 8/21/2025 926 851 846 1.9 %
Total Metals & Mining 5,500 5,165 11.7 %
Retail
Save-a-Lot (11) Senior Secured Loans - First Lien S+7.25% 12.21 % 6/30/2026 1,039 935 1,005 2.3 %
Save-a-Lot (11) Senior Secured Loans - First Lien S+7.25% 12.21 % 6/30/2026 466 261 434 1.0 %
Save-a-Lot (11) Senior Secured Loans - First Lien S+9.50% 14.46 % 12/31/2026 794 445 543 1.2 %
Total Retail 1,641 1,982 4.5 %

For the Six Months Ended June 30,
2023 2022
Operating activities
Net increase in net assets resulting from operations $ 161 $ 579
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities:
Capitalized paid-in-kind income (15 ) (189 )
Amortization of premium/accretion of discount, net (96 ) (261 )
Proceeds from sales of investments 16,011 8,024
Proceeds from paydowns on investments 641 23,160
Net receipt of settlement of derivatives 115 583
Net payment of settlement of derivatives (13 ) (530 )
Net realized gains on derivatives (101 ) (53 )
Purchases of investments (6,061 ) (1,643 )
Net realized (gains) losses on investments 524 (1,463 )
Net change in unrealized (appreciation) depreciation on investments (2 ) 4,209
Net change in unrealized (appreciation) depreciation on foreign currency forward contracts 73 (279 )
Decrease in operating assets:
Interest and dividend income receivable 324 117
Principal receivable 11,486 4,122
Receivable from related parties 5 20
Prepaid expenses and other assets 134 135
Increase (decrease) in operating liabilities:
Accrued management fee (91 ) (401 )
Payable to related parties — 54
Accounts payable, accrued expenses and other liabilities (258 ) (271 )
Net cash provided by operating activities 22,837 35,913
Financing activities
Distributions paid (27,388 ) (39,927 )
Net cash used in financing activities (27,388 ) (39,927 )
Net decrease in cash and cash equivalents (4,551 ) (4,014 )
Cash and cash equivalents, beginning of period 8,956 29,204
Cash and cash equivalents, end of period $ 4,405 $ 25,190
See Unaudited Notes to Consolidated Financial Statements.
7

GUGGENHEIM CREDIT INCOME FUND
CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)
March 31, 2023 (in thousands)
Portfolio Company ^{(1) (2) (3)} Footnotes Investment Spread
Above
Reference
Rate ⁽⁴⁾ Interest
Rate ^{(4) (5)} Maturity
Date Principal /
Par
Amount /
Shares ⁽⁶⁾ Amortized
Cost ^{(7) (8)} Fair Value % of Net
Assets
Services: Business
Hersha Hospitality Management (11) Senior Secured Loans - First Lien S+4.75% 9.52 % 3/2/2026 4,752 4,669 4,686 10.6 %

PSI Services LLC (Revolver) (9)(11) Senior Secured Loans - First Lien L+5.75% 10.58 % 10/4/2025 298 298 277 0.6 %
PSI Services LLC (Delayed Draw) (11) Senior Secured Loans - First Lien L+5.75% 10.58 % 10/4/2026 175 175 162 0.4 %
PSI Services LLC (Delayed Draw) (11) Senior Secured Loans - First Lien L+5.75% 10.58 % 10/4/2026 415 415 385 0.9 %
PSI Services LLC (11) Senior Secured Loans - First Lien L+5.75% 10.58 % 10/16/2026 2,773 2,739 2,573 5.8 %
3,627 3,397 7.7 %

Total Services: Business 8,296 8,083 18.3 %
Technology
Allvue Systems (Revolver) (9)(11) Senior Secured Loans - First Lien L+5.75% 10.91 % 9/6/2024 53 40 45 0.1 %
Allvue Systems (Term Loan) (11) Senior Secured Loans - First Lien L+5.75% 10.91 % 9/4/2026 840 838 792 1.8 %
878 837 1.9 %

Apptio, Inc. (Revolver) (9)(11) Senior Secured Loans - First Lien L+5.00% 10.20 % 12/3/2024 294 274 282 0.6 %
Apptio, Inc. (11) Senior Secured Loans - First Lien L+5.00% 10.20 % 1/10/2025 4,900 4,876 4,884 11.0 %
5,150 5,166 11.6 %

Total Technology 6,028 6,003 13.5 %
Total Debt Investments $ 37,292 $ 33,791 76.4 %
Equity investments - 1.0%
Energy: Oil & Gas
Permian Production Partners (11) Equity/Other N/A N/A 203,022 — 33 0.1 %
Total Energy: Oil & Gas — 33 0.1 %
Retail
Save-a-Lot Equity/Other N/A N/A 53,097 — 30 — %
Total Retail — 30 — %

Service: Businesses
YAK BLOCKER 2 LLC SERIES A (11) Equity/Other N/A N/A 422,178 2,514 209 0.5 %
YAK BLOCKER 2 LLC SERIES B-1 (11) Equity/Other N/A N/A 1,130,232 1,923 168 0.4 %
YAK BLOCKER 2 LLC SERIES B-2 (11) Equity/Other N/A N/A 120,558 205 18 — %

June 30, 2023 (in thousands)
Portfolio Company ^{(1) (2) (3)} Footnotes Investment Spread
Above
Reference
Rate ⁽⁴⁾ Interest
Rate ^{(4) (5)} Maturity Date Principal / Par Amount / Shares ⁽⁶⁾ Amortized Cost ^{(7) (8)} Fair Value % of Net Assets
INVESTMENTS
Debt investments - 85.9%
Automotive
Accuride Corporation Senior Secured Loans - First Lien L+5.25% 10.44% 11/17/2023 $ 4,073 $ 4,064 $ 3,362 9.9 %
Total Automotive 4,064 3,362 9.9 %
Chemicals, Plastics & Rubber
Drew Marine Group Inc. (11) Senior Secured Loans - First Lien S+4.25% 9.64% 6/26/2026 960 953 942 2.8 %
Total Chemicals, Plastics & Rubber 953 942 2.8 %
Consumer Goods: Non-Durable
Galls LLC (10)(11) Senior Secured Loans - First Lien S+7.42% 12.46% 1/31/2025 3,690 3,681 3,597 10.6 %
Galls LLC (Delayed Draw B) (10)(11) Senior Secured Loans - First Lien S+7.20% 11.80% 1/31/2025 541 540 528 1.6 %
Galls LLC (Revolver) (9)(11) Senior Secured Loans - First Lien S+6.38% 11.99% 1/31/2024 424 415 409 1.2 %
4,636 4,534 13.4 %

Pure Fishing, Inc. Senior Secured Loans - First Lien S+4.61% 9.72% 12/19/2025 3,878 3,676 2,831 8.3 %
Total Consumer Goods: Non-Durable 8,312 7,365 21.7 %
Energy: Oil & Gas
Basic Energy Services Inc (13) Senior Secured Bonds N/A N/A 10/15/2023 4,291 1,458 32 0.1 %
Permian Production Partners (10)(11) Senior Secured Loans - First Lien S+8.11% 13.22% 11/23/2025 414 273 413 1.2 %
Total Energy: Oil & Gas 1,731 445 1.3 %
Metals & Mining
Polyvision Corp. (10)(11) Senior Secured Loans - First Lien S+8.50% 13.77% 2/21/2026 3,686 3,651 3,133 9.2 %
Polyvision Corp. (10)(11) Senior Secured Loans - First Lien S+8.50% 13.77% 2/21/2026 1,038 1,028 882 2.6 %
Polyvision Corp. (Delayed Draw) (10)(11) Senior Secured Loans - First Lien S+8.63% 13.78% 2/21/2026 141 141 120 0.4 %
Polyvision Corp. (Revolver) (10)(11) Senior Secured Loans - First Lien S+8.63% 13.78% 2/21/2026 966 897 821 2.4 %
Total Metals & Mining 5,717 4,956 14.6 %
Retail
Save-a-Lot (11) Senior Secured Loans - First Lien S+7.35% 12.21% 6/30/2026 995 895 965 2.8 %
Save-a-Lot (11) Senior Secured Loans - First Lien S+7.35% 12.21% 6/30/2026 466 261 436 1.3 %
Save-a-Lot (11) Senior Secured Loans - Second Lien S+11.50% 16.47% 12/31/2026 823 474 572 1.7 %
Total Retail 1,630 1,973 5.8 %
8

GUGGENHEIM CREDIT INCOME FUND
CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)

March 31, 2023 (in thousands)
Portfolio Company ^{(1) (2) (3)} Footnotes Investment Spread
Above
Reference
Rate ⁽⁴⁾ Interest
Rate ^{(4) (5)} Maturity
Date Principal /
Par
Amount /
Shares ⁽⁶⁾ Amortized
Cost ^{(7) (8)} Fair Value % of Net
Assets
YAK BLOCKER 2 LLC SERIES C-1 (11) Equity/Other N/A N/A 30,451 4 — — %
YAK BLOCKER 2 LLC SERIES C-2 (11) Equity/Other N/A N/A 28,145 3 — — %
Total Service: Businesses 4,649 395 0.9 %
Total Equity Investments $ 4,649 $ 458 1.0 %

Total Investments - 77.4% $ 41,941 $ 34,249 77.4 %
June 30, 2023 (in thousands)
Portfolio Company ^{(1) (2) (3)} Footnotes Investment Spread
Above
Reference
Rate ⁽⁴⁾ Interest
Rate ^{(4) (5)} Maturity Date Principal / Par Amount / Shares ⁽⁶⁾ Amortized Cost ^{(7) (8)} Fair Value % of Net Assets
Services: Business
Hersha Hospitality Management (11) Senior Secured Loans - First Lien S+4.90% 9.85% 3/2/2026 4,740 4,657 4,679 13.7 %

PSI Services LLC (Revolver) (9)(11) Senior Secured Loans - First Lien L+5.75% 11.02% 10/4/2025 298 298 277 0.8 %
PSI Services LLC (Delayed Draw) (11) Senior Secured Loans - First Lien L+5.75% 11.02% 10/4/2026 175 175 162 0.5 %
PSI Services LLC (Delayed Draw) (11) Senior Secured Loans - First Lien L+5.75% 11.02% 10/4/2026 414 414 384 1.1 %
PSI Services LLC (11) Senior Secured Loans - First Lien L+5.75% 11.02% 10/16/2026 2,765 2,732 2,567 7.5 %
3,619 3,390 9.9 %

Total Services: Business 8,276 8,069 23.6 %
Technology
Allvue Systems (Revolver) (9)(11) Senior Secured Loans - First Lien S+5.75% 11.14% 9/6/2024 74 61 69 0.2 %
Allvue Systems (Term Loan) (11) Senior Secured Loans - First Lien S+5.75% 11.29% 9/4/2026 838 836 807 2.4 %
897 876 2.6 %

Apptio, Inc. (Revolver) (9)(11) Senior Secured Loans - First Lien S+5.00% 10.29% 12/3/2024 98 79 88 0.3 %
Apptio, Inc. (11) Senior Secured Loans - First Lien S+5.00% 10.29% 1/10/2025 1,129 1,125 1,129 3.3 %
1,204 1,217 3.6 %

Total Technology 2,101 2,093 6.2 %
Total Debt Investments $ 32,784 $ 29,205 85.9 %

Equity investments - 1.2%

Energy: Oil & Gas
Permian Production Partners (11) Equity/Other N/A N/A 203,022 — 11 — %
Total Energy: Oil & Gas — 11 — %
Retail
Save-a-Lot Equity/Other N/A N/A 53,097 — 21 0.1 %
Total Retail — 21 0.1 %
9
GUGGENHEIM CREDIT INCOME FUND
March 31, 2023 (in thousands)
Derivative Counterparty Settlement Date Amount Purchased Amount Sold Amortized Cost ^{(7) (8)} Fair Value % of Net Assets
Foreign Currency Forward Contracts
JPMorgan Chase Bank 4/17/2023 $ 362 £ 297 — $ (5 ) — %
$ (5 ) — %
CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)
June 30, 2023 (in thousands)
Portfolio Company ^{(1) (2) (3)} Footnotes Investment Spread
Above
Reference
Rate ⁽⁴⁾ Interest
Rate ^{(4) (5)} Maturity Date Principal / Par Amount / Shares ⁽⁶⁾ Amortized Cost ^{(7) (8)} Fair Value % of Net Assets
Service: Businesses
YAK BLOCKER 2 LLC SERIES A (11) Equity/Other N/A N/A 422,178 2,514 232 0.7 %
YAK BLOCKER 2 LLC SERIES B-1 (11) Equity/Other N/A N/A 1,130,232 1,923 153 0.4 %
YAK BLOCKER 2 LLC SERIES B-2 (11) Equity/Other N/A N/A 120,558 205 16 — %
YAK BLOCKER 2 LLC SERIES C-1 (11) Equity/Other N/A N/A 30,451 4 — — %
YAK BLOCKER 2 LLC SERIES C-2 (11) Equity/Other N/A N/A 28,145 3 — — %
Total Service: Businesses 4,649 401 1.1 %
Total Equity Investments $ 4,649 $ 433 1.2 %

Total Investments - 87.1% $ 37,433 $ 29,638 87.1 %

(1) Security may be an obligation of one or more entities affiliated with the named portfolio company.

(2) All debt and equity investments are income producing unless otherwise noted.

(3) All investments are non-controlled/non-affiliated investments as defined by the Investment Company Act of 1940 (the ~~"1940 Act"~~“1940 Act”). The provisions of the 1940 Act classify investments based on the level of control that we maintain in a particular portfolio company. As defined in the 1940 Act, a company is generally presumed to be “non-controlled” when we own 25% or less of the portfolio company’s voting securities and “controlled” when we own more than 25% of the portfolio company’s voting securities. The provisions of the 1940 Act also classify investments further based on the level of ownership that we maintain in a particular portfolio company. As defined in the 1940 Act, a company is generally deemed as “non-affiliated” when we own less than 5% of a portfolio company’s voting securities and “affiliated” when we own 5% or more of a portfolio company’s voting securities.

(4) The periodic interest rate for all floating rate loans is indexed to London Interbank Offered Rate ~~("LIBOR"~~(“LIBOR” or ~~"LIBOR rate"~~“LIBOR rate”) (denoted as ~~"L"~~“L”), Euro Interbank Offered Rate ~~("EURIBOR"~~(“EURIBOR”) (denoted as ~~"E"~~“E”), British Pound Sterling LIBOR ("(“GBP ~~LIBOR"~~LIBOR”) (denoted as ~~"G"~~“G”), Secured Overnight Financing Rate ~~("SOFR"~~(“SOFR”) (denoted as ~~"S"~~“S”), Sterling Overnight Index Average ~~("SONIA"~~(“SONIA”) (denoted as ~~"N"~~“N”) or Prime Rate (denoted as ~~"P"~~“P”). Pursuant to the terms of the underlying credit agreements, the base interest rates typically reset annually, semi-annually, quarterly or monthly at the ~~borrower's~~borrower’s option. The borrower may also elect to have multiple interest reset periods for each loan. For each of these floating rate loans, the Consolidated Schedule of Investments presents the applicable margin over LIBOR, EURIBOR, GBP LIBOR or Prime based on each respective credit agreement. As of ~~March 31,~~June 30, 2023, LIBOR rates ranged between ~~4.86%~~5.21% for 1-month LIBOR to ~~5.31%~~5.76% for 6-month LIBOR and the SOFR rates ranged between ~~4.09%~~5.14% for ~~6-month~~1-month SOFR to ~~4.63%~~5.39% for ~~1-month~~6-month SOFR.

(5) For portfolio companies with multiple interest rate contracts under a single credit agreement, the interest rate shown is a weighted average current interest rate in effect at ~~March 31,~~June 30, 2023.

(6) Unless noted otherwise, the principal amount (par amount) for all debt securities is denominated in U.S. dollars. Equity investments are recorded as number of shares owned.

(7) Cost represents amortized cost, inclusive of any capitalized paid-in-kind income ~~("PIK"~~(“PIK”), for debt securities, and cost plus capitalized PIK, if any, for preferred stock.

(8) As of ~~March 31,~~June 30, 2023, the aggregate gross unrealized appreciation for all securities, including foreign currency forward contracts, in which there was an excess of value over tax cost was ~~$0.8~~$0.6 million; the aggregate gross unrealized depreciation for all securities, including foreign currency forward contracts, in which there was an excess of tax cost over value was ~~$10.1~~$10.0 million; the net unrealized depreciation was ~~$9.3~~$9.4 million; the aggregate cost of securities for Federal income tax purposes was ~~$43.5~~$39.0 million.
9
~~GUGGENHEIM CREDIT INCOME FUND~~
~~CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)~~
(9) The investment is either a delayed draw loan or a revolving credit facility whereby some or all of the investment commitment is undrawn as of ~~March 31,~~June 30, 2023 (see Note 8. Commitments and ~~Contingencies)~~Contingencies).

(10) The underlying credit agreement or indenture contains a PIK provision, whereby the issuer has either the option or the obligation to make interest payments with the issuance of additional securities. The interest rate in the schedule represents the current interest rate in effect for these investments.
10
GUGGENHEIM CREDIT INCOME FUND
CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)

Coupon Rate PIK Component Cash Component PIK Option
Galls LLC ~~L+7.25%~~S+7.42% 0.50 % ~~L+6.75%~~S+6.92% The Portfolio Company may elect PIK up to 0.50%.
Galls LLC ~~L+7.25%~~S+7.20% 0.50 % ~~L+6.75%~~S+6.70% The Portfolio Company may elect PIK up to 0.50%.
Polyvision Corp. ~~L+7.50%~~S+8.50% ~~1.00~~2.00 % L+S+6.50% The Portfolio Company may elect PIK up to ~~1.00%~~2.00%.
Polyvision Corp. ~~L+7.50%~~S+8.50% ~~1.00~~2.00 % L+S+6.50% The Portfolio Company may elect PIK up to ~~1.00%~~2.00%.
Polyvision Corp. ~~L+7.50%~~S+8.63% ~~1.00~~2.00 % ~~L+6.50%~~S+6.63% The Portfolio Company may elect PIK up to ~~1.00%~~2.00%.
Polyvision Corp. ~~L+8.50%~~S+8.63% ~~1.00~~2.00 % ~~L+7.50%~~S+6.63% The Portfolio Company may elect PIK up to ~~1.00%~~2.00%.
Permian Production Partners ~~L+8.00%~~S+8.11% 2.00 % ~~L+6.00%~~S+6.11% The Portfolio Company may elect PIK up to 2.00%.
(11) Investments value was determined using significant unobservable inputs (see Note 2. Significant Accounting Policies).

(12) The negative fair value is the result of the unfunded commitment being valued below par. The negative amortized cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan.

(13) Investment was on non-accrual status as of ~~March 31,~~June 30, 2023, meaning that the Master Fund has ceased recognizing interest income on these investments. As of ~~March 31,~~June 30, 2023, debt investments on non-accrual status ~~represented 3.9%~~represented 4.4% and 0.1% of total investments on an amortized cost basis and fair value basis, respectively.

See Unaudited Notes to Consolidated Financial Statements.
1011

GUGGENHEIM CREDIT INCOME FUND
CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2022 (in thousands)
Portfolio Company ^{(1) (2) (3)} Footnotes Investment Spread
Above
Reference
Rate ⁽⁴⁾ Interest
Rate ^{(4) (5)} Maturity
Date Principal /
Par
Amount /
Shares ⁽⁶⁾ Amortized
Cost ^{(7) (8)} Fair Value % of Net
Assets
INVESTMENTS
Debt investments - 65.7%
Automotive
Accuride Corporation Senior Secured Loans - First Lien L+5.25% 9.98 % 11/17/2023 $ 4,095 $ 4,072 $ 3,490 5.7 %
Total Automotive 4,072 3,490 5.7 %
Beverage, Food & Tobacco
Checkers Holdings Inc Senior Secured Loans - First Lien L+4.25% 8.99 % 4/25/2024 1,110 713 910 1.5 %
Total Beverage, Food & Tobacco 713 910 1.5 %
Chemicals, Plastics & Rubber
Drew Marine Group Inc. (11) Senior Secured Loans - First Lien L+4.25% 8.98 % 6/26/2026 965 957 944 1.5 %
Total Chemicals, Plastics & Rubber 957 944 1.5 %
Consumer Goods: Non-Durable
Galls LLC (10)(11) Senior Secured Loans - First Lien L+7.25% 11.16 % 1/31/2025 3,699 3,689 3,607 5.9 %
Galls LLC (Delayed Draw B) (10)(11) Senior Secured Loans - First Lien L+7.25% 11.16 % 1/31/2025 543 541 529 0.9 %
Galls LLC (Revolver) (9)(11) Senior Secured Loans - First Lien L+6.75% 11.12 % 1/31/2024 442 425 426 0.7 %
4,655 4,562 7.5 %

Pure Fishing, Inc. Senior Secured Loans - First Lien L+4.50% 8.88 % 12/19/2025 3,899 3,654 2,610 4.3 %
Total Consumer Goods: Non-Durable 8,309 7,172 11.8 %
Energy: Oil & Gas
Basic Energy Services Inc (11)(13) Senior Secured Bonds N/A N/A 10/15/2023 4,291 1,520 102 0.2 %
Permian Production Partners (10)(11) Senior Secured Loans - First Lien L+8.00% 12.39 % 11/23/2025 410 250 409 0.7 %
Total Energy: Oil & Gas 1,770 511 0.9 %
Hotel, Gaming & Leisure
ASM Global Senior Secured Loans - First Lien L+2.50% 6.91 % 1/23/2025 2,281 2,279 2,228 3.6 %
Total Hotel, Gaming & Leisure 2,279 2,228 3.6 %
Metals & Mining
Polyvision Corp. (10)(11) Senior Secured Loans - First Lien L+7.50% 11.07 % 2/21/2026 3,555 3,520 3,271 5.3 %
Polyvision Corp. (10)(11) Senior Secured Loans - First Lien L+7.50% 11.07 % 2/21/2026 1,001 991 921 1.5 %
Polyvision Corp. (Delayed Draw) (10)(11) Senior Secured Loans - First Lien L+7.50% 12.60 % 2/21/2026 138 138 127 0.2 %
Polyvision Corp. (Revolver) (9)(10)(11) Senior Secured Loans - First Lien L+7.50% 11.12 % 8/21/2025 924 851 846 1.4 %
Total Metals & Mining 5,500 5,165 8.4 %
Retail
Save-a-Lot Senior Secured Loans - First Lien S+7.25% 11.93 % 6/30/2026 1,088 979 899 1.4 %
Save-a-Lot Senior Secured Loans - First Lien S+7.25% 11.93 % 6/30/2026 466 261 385 0.6 %

~~GUGGENHEIM CREDIT INCOME FUND~~
~~CONSOLIDATED SCHEDULE OF INVESTMENTS~~
Save-a-Lot Senior Secured Loans - Second Lien S+9.50% 14.18 % 12/31/2026 794 445 484 0.8 %
Total Retail 1,685 1,768 2.8 %
Services: Business
HealthChannels, Inc. Senior Secured Loans - First Lien L+4.50% 8.88 % 4/3/2025 1,907 1,892 1,350 2.2 %

Hersha Hospitality Management (11) Senior Secured Loans - First Lien S+6.00% 9.81 % 3/2/2026 4,765 4,681 4,692 7.6 %

PSI Services LLC (Revolver) (9)(11) Senior Secured Loans - First Lien L+5.75% 10.16 % 10/4/2025 298 298 277 0.5 %
PSI Services LLC (Delayed Draw) (11) Senior Secured Loans - First Lien L+5.75% 10.16 % 10/4/2026 176 176 163 0.3 %
PSI Services LLC (Delayed Draw) (11) Senior Secured Loans - First Lien L+5.75% 10.16 % 10/4/2026 416 416 386 0.6 %
PSI Services LLC (11) Senior Secured Loans - First Lien L+5.75% 10.16 % 10/16/2026 2,780 2,746 2,580 4.2 %
3,636 3,406 5.6 %

YAK Access, LLC (11) Senior Secured Loans - Second Lien L+10.00% 13.64 % 7/10/2026 5,000 4,805 642 1.0 %
Total Services: Business 15,014 10,090 16.4 %
Technology
Allvue Systems (Revolver) (9)(11) Senior Secured Loans - First Lien L+5.75% 10.48 % 9/6/2024 105 92 100 0.2 %
Allvue Systems (Term Loan) (11) Senior Secured Loans - First Lien L+5.75% 10.48 % 9/4/2026 842 840 811 1.3 %
932 911 1.5 %

Apptio, Inc. (11) Senior Secured Loans - First Lien L+6.00% 10.81 % 1/10/2025 4,900 4,873 4,882 8.0 %
Apptio, Inc. (Revolver) (9)(11) Senior Secured Loans - First Lien L+6.00% 10.81 % 12/3/2024 196 176 182 0.3 %
5,049 5,064 8.3 %

Wide Orbit, Inc. (Revolver) (9)(11)(12) Senior Secured Loans - First Lien N/A N/A 7/8/2025 — — (4 ) — %
Total Technology 5,981 5,971 9.8 %
Telecommunications
Firstlight Fiber Senior Secured Loans - First Lien L+3.50% 7.88 % 7/23/2025 2,163 2,158 2,007 3.3 %
Total Telecommunications 2,158 2,007 3.3 %
Total Debt Investments $ 48,438 $ 40,256 65.7 %
   Equity investments - 0.6%
Energy: Oil & Gas
Permian Production Partners (11) Equity/Other N/A N/A 203,022 — 79 0.1 %
Total Energy: Oil & Gas — 79 0.1 %
December 31, 2022 (in thousands)
Portfolio Company ^{(1) (2) (3)} Footnotes Investment Spread
Above
Reference Rate ⁽⁴⁾ Interest
Rate ^{(4) (5)} Maturity Date Principal / Par Amount / Shares ⁽⁶⁾ Amortized Cost ^{(7) (8)} Fair Value % of Net Assets

INVESTMENTS
Debt investments - 65.7%
Automotive
Accuride Corporation Senior Secured Loans - First Lien L+5.25% 9.98% 11/17/2023 $ 4,095 $ 4,072 $ 3,490 5.7 %
Total Automotive 4,072 3,490 5.7 %
Beverage, Food & Tobacco
Checkers Holdings Inc Senior Secured Loans - First Lien L+4.25% 8.99% 4/25/2024 1,110 713 910 1.5 %
Total Beverage, Food & Tobacco 713 910 1.5 %
Chemicals, Plastics & Rubber
Drew Marine Group Inc. (11) Senior Secured Loans - First Lien L+4.25% 8.98% 6/26/2026 965 957 944 1.5 %
Total Chemicals, Plastics & Rubber 957 944 1.5 %
Consumer Goods: Non-Durable
Galls LLC (10)(11) Senior Secured Loans - First Lien L+7.25% 11.16% 1/31/2025 3,699 3,689 3,607 5.9 %
Galls LLC (Delayed Draw B) (10)(11) Senior Secured Loans - First Lien L+7.25% 11.16% 1/31/2025 543 541 529 0.9 %
Galls LLC (Revolver) (9)(11) Senior Secured Loans - First Lien L+6.75% 11.12% 1/31/2024 442 425 426 0.7 %
4,655 4,562 7.5 %

Pure Fishing, Inc. Senior Secured Loans - First Lien L+4.50% 8.88% 12/19/2025 3,899 3,654 2,610 4.3 %
Total Consumer Goods: Non-Durable 8,309 7,172 11.8 %
Energy: Oil & Gas
Basic Energy Services Inc (11)(13) Senior Secured Bonds N/A N/A 10/15/2023 4,291 1,520 102 0.2 %
Permian Production Partners (10)(11) Senior Secured Loans - First Lien L+8.00% 12.39% 11/23/2025 410 250 409 0.7 %
Total Energy: Oil & Gas 1,770 511 0.9 %
Hotel, Gaming & Leisure
ASM Global Senior Secured Loans - First Lien L+2.50% 6.91% 1/23/2025 2,281 2,279 2,228 3.6 %
Total Hotel, Gaming & Leisure 2,279 2,228 3.6 %
Metals & Mining
Polyvision Corp. (10)(11) Senior Secured Loans - First Lien L+7.50% 11.07% 2/21/2026 3,555 3,520 3,271 5.3 %
Polyvision Corp. (10)(11) Senior Secured Loans - First Lien L+7.50% 11.07% 2/21/2026 1,001 991 921 1.5 %
Polyvision Corp. (Delayed Draw) (10)(11) Senior Secured Loans - First Lien L+7.50% 12.60% 2/21/2026 138 138 127 0.2 %
Polyvision Corp. (Revolver) (9)(10)(11) Senior Secured Loans - First Lien L+7.50% 11.12% 8/21/2025 924 851 846 1.4 %
Total Metals & Mining 5,500 5,165 8.4 %
12

GUGGENHEIM CREDIT INCOME FUND
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2022 (in thousands)
Portfolio Company ^{(1) (2) (3)} Footnotes Investment Spread
Above
Reference
Rate ⁽⁴⁾ Interest
Rate ^{(4) (5)} Maturity Date Principal / Par Amount / Shares ⁽⁶⁾ Amortized Cost ^{(7) (8)} Fair Value % of Net Assets
Retail
Save-a-Lot Senior Secured Loans - First Lien S+7.25% 11.93% 6/30/2026 1,088 979 899 1.4 %
Save-a-Lot Senior Secured Loans - First Lien S+7.25% 11.93% 6/30/2026 466 261 385 0.6 %
Save-a-Lot Senior Secured Loans - Second Lien S+9.50% 14.18% 12/31/2026 794 445 484 0.8 %
Total Retail 1,685 1,768 2.8 %
Services: Business
HealthChannels, Inc. Senior Secured Loans - First Lien L+4.50% 8.88% 4/3/2025 1,907 1,892 1,350 2.2 %

Hersha Hospitality Management (11) Senior Secured Loans - First Lien S+6.00% 9.81% 3/2/2026 4,765 4,681 4,692 7.6 %

PSI Services LLC (Revolver) (9)(11) Senior Secured Loans - First Lien L+5.75% 10.16% 10/4/2025 298 298 277 0.5 %
PSI Services LLC (Delayed Draw) (11) Senior Secured Loans - First Lien L+5.75% 10.16% 10/4/2026 176 176 163 0.3 %
PSI Services LLC (Delayed Draw) (11) Senior Secured Loans - First Lien L+5.75% 10.16% 10/4/2026 416 416 386 0.6 %
PSI Services LLC (11) Senior Secured Loans - First Lien L+5.75% 10.16% 10/16/2026 2,780 2,746 2,580 4.2 %
3,636 3,406 5.6 %

YAK Access, LLC (11) Senior Secured Loans - Second Lien L+10.00% 13.64% 7/10/2026 5,000 4,805 642 1.0 %
Total Services: Business 15,014 10,090 16.4 %
Technology
Allvue Systems (Revolver) (9)(11) Senior Secured Loans - First Lien L+5.75% 10.48% 9/6/2024 105 92 100 0.2 %
Allvue Systems (Term Loan) (11) Senior Secured Loans - First Lien L+5.75% 10.48% 9/4/2026 842 840 811 1.3 %
932 911 1.5 %

Apptio, Inc. (11) Senior Secured Loans - First Lien L+6.00% 10.81% 1/10/2025 4,900 4,873 4,882 8.0 %
Apptio, Inc. (Revolver) (9)(11) Senior Secured Loans - First Lien L+6.00% 10.81% 12/3/2024 196 176 182 0.3 %
5,049 5,064 8.3 %

Wide Orbit, Inc. (Revolver) (9)(11)(12) Senior Secured Loans - First Lien N/A N/A 7/8/2025 — — (4 ) — %
Total Technology 5,981 5,971 9.8 %
Telecommunications
Firstlight Fiber Senior Secured Loans - First Lien L+3.50% 7.88% 7/23/2025 2,163 2,158 2,007 3.3 %
Total Telecommunications 2,158 2,007 3.3 %
Total Debt Investments $ 48,438 $ 40,256 65.7 %
Equity investments - 0.6%
Energy: Oil & Gas
Permian Production Partners (11) Equity/Other N/A N/A 203,022 — 79 0.1 %
Total Energy: Oil & Gas — 79 0.1 %
Retail
Save-a-Lot (11) Equity/Other N/A N/A 53,097 — 30 — %
Total Retail — 30 — %

13
GUGGENHEIM CREDIT INCOME FUND
CONSOLIDATED SCHEDULE OF INVESTMENTS

Retail
Save-a-Lot (11) Equity/Other N/A N/A 53,097 — 30 — %
Total Retail — 30 — %

December 31, 2022 (in thousands) December 31, 2022 (in thousands)
Portfolio Company ^{(1) (2) (3)} Footnotes Investment Spread
Above
Reference
Rate ⁽⁴⁾ Interest
Rate ^{(4) (5)} Maturity Date Principal / Par Amount / Shares ⁽⁶⁾ Amortized Cost ^{(7) (8)} Fair Value % of Net Assets
Technology
Wide Orbit (Warrants) (11) Equity/Other N/A N/A 96,480 — 276 0.5 % (11) Equity/Other N/A N/A 96,480 — 276 0.5 %
Total Technology — 276 0.5 % — 276 0.5 %
Total Equity Investments $ — $ 385 0.6 % Total Equity Investments $ — $ 385 0.6 %

Total Investments - 66.3% $ 48,438 $ 40,641 66.3 % Total Investments - 66.3% $ 48,438 $ 40,641 66.3 %
December 31, 2022 (in thousands)
Derivative Counterparty Settlement Date Amount Purchased Amount Sold Amortized Cost ^{(7) (8)} Fair Value % of Net Assets
Foreign Currency Forward Contracts
JPMorgan Chase Bank 1/17/2023 $ 3,045 £ 2,457 — $ 73 0.1 %
$ 73 0.1 %

(1) Security may be an obligation of one or more entities affiliated with the named portfolio company.

(2) All debt and equity investments are income producing unless otherwise noted.

(3) All investments are non-controlled/non-affiliated investments as defined by the Investment Company Act of 1940 (the ~~"1940 Act"~~“1940 Act”). The provisions of the 1940 Act classify investments based on the level of control that we maintain in a particular portfolio company. As defined in the 1940 Act, a company is generally presumed to be “non-controlled” when we own 25% or less of the portfolio company’s voting securities and “controlled” when we own more than 25% of the portfolio company’s voting securities. The provisions of the 1940 Act also classify investments further based on the level of ownership that we maintain in a particular portfolio company. As defined in the 1940 Act, a company is generally deemed as “non-affiliated” when we own less than 5% of a portfolio company’s voting securities and “affiliated” when we own 5% or more of a portfolio company’s voting securities.

(4) The periodic interest rate for all floating rate loans is indexed to London Interbank Offered Rate ~~("LIBOR"~~(“LIBOR” or ~~"LIBOR rate"~~“LIBOR rate”) (denoted as ~~"L"~~“L”), Euro Interbank Offered Rate ~~("EURIBOR"~~(“EURIBOR”) (denoted as ~~"E"~~“E”), British Pound Sterling LIBOR ("(“GBP ~~LIBOR"~~LIBOR”) (denoted as ~~"G"~~“G”), Secured Overnight Financing Rate ~~("SOFR"~~(“SOFR”) (denoted as ~~"S"~~“S”), Sterling Overnight Index Average ~~("SONIA"~~(“SONIA”) (denoted as ~~"N"~~“N”) or Prime Rate (denoted as ~~"P"~~“P”). Pursuant to the terms of the underlying credit agreements, the base interest rates typically reset annually, semi-annually, quarterly or monthly at the ~~borrower's~~borrower’s option. The borrower may also elect to have multiple interest reset periods for each loan. For each of these floating rate loans, the Consolidated Schedule of Investments presents the applicable margin over LIBOR, EURIBOR, GBP LIBOR or Prime based on each respective credit agreement. As of December 31, 2022, LIBOR rates ranged between 4.39% for 1-month LIBOR to 5.14% for 6-month LIBOR.

(5) For portfolio companies with multiple interest rate contracts under a single credit agreement, the interest rate shown is a weighted average current interest rate in effect at December 31, 2022.

(6) Unless noted otherwise, the principal amount (par amount) for all debt securities is denominated in U.S. dollars. Equity investments are recorded as number of shares owned.

(7) Cost represents amortized cost, inclusive of any capitalized paid-in-kind income ~~("PIK"~~(“PIK”), for debt securities, and cost plus capitalized PIK, if any, for preferred stock.

(8) As of December 31, 2022, the aggregate gross unrealized appreciation for all securities, including foreign currency forward contracts, in which there was an excess of value over tax cost was $1.0 million; the aggregate gross unrealized depreciation for all securities, including foreign currency forward contracts, in which there was an excess of tax cost over value was $10.3 million; the net unrealized depreciation was $9.3 million; the aggregate cost of securities for Federal income tax purposes was $50.0 million.
13
(9) The investment is either a delayed draw loan or a revolving credit facility whereby some or all of the investment commitment is undrawn as of December 31, 2022 (see Note 8. Commitments and Contingencies).

(10) The underlying credit agreement or indenture contains a PIK provision, whereby the issuer has either the option or the obligation to make interest payments with the issuance of additional securities. The interest rate in the schedule represents the current interest rate in effect for these investments.
14
GUGGENHEIM CREDIT INCOME FUND
CONSOLIDATED SCHEDULE OF INVESTMENTS

Coupon Rate PIK Component Cash Component PIK Option
Galls LLC L+7.25% 0.50 % L+6.75% The Portfolio Company may elect PIK up to 0.50%.
Galls LLC L+7.25% 0.50 % L+6.75% The Portfolio Company may elect PIK up to 0.50%.
Polyvision Corp. L+7.50% 1.00 % L+6.50% The Portfolio Company may elect PIK up to 1.00%.
Polyvision Corp. L+7.50% 1.00 % L+6.50% The Portfolio Company may elect PIK up to 1.00%.
Polyvision Corp. L+7.50% 1.00 % L+6.50% The Portfolio Company may elect PIK up to 1.00%.
Polyvision Corp. L+7.50% 1.00 % L+6.50% The Portfolio Company may elect PIK up to 1.00%.
Permian Production Partners L+8.00% 2.00 % L+6.00% The Portfolio Company may elect PIK up to 2.00%.
(11) Investments value was determined using significant unobservable inputs (see Note 2. Significant Accounting Policies).

(12) The negative fair value is the result of the unfunded commitment being valued below par. The negative amortized cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan.

(13) Investment was on non-accrual status as of December 31, 2022, meaning that the Master Fund has ceased recognizing interest income on these investments. As of December 31, 2022, debt investments on non-accrual status ~~represented~~represented 3.1% and 0.3% of total investments on an amortized cost basis and fair value basis, respectively.

See Unaudited Notes to Consolidated Financial Statements.
1415

GUGGENHEIM CREDIT INCOME FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands, except share and per share data, percentages and as otherwise indicated;

for example, with the word “million” or otherwise)

Note 1. Principal Business and Organization

Guggenheim Credit Income Fund (the “Master Fund”) was formed as a Delaware statutory trust on September 5, 2014. The Master ~~Fund's~~Fund’s investment objectives are to provide its shareholders with current income, capital preservation and, to a lesser extent, long-term capital appreciation by investing primarily in privately-negotiated loans to private middle market United States (U.S.) companies. On April 1, 2015, the Master Fund elected to be regulated as a business development company ~~("BDC"~~(“BDC”) under the Investment Company Act of 1940, as amended (the ~~"1940 Act"~~“1940 Act”). The Master Fund commenced investment operations on April 2, 2015. The Master Fund serves as the master fund in a master fund/feeder fund structure. The Master Fund issues its shares ~~("Shares"~~(“Shares” or ~~"Common Shares"~~“Common Shares”) to one or more affiliated feeder funds in a continuous series of private placement transactions.

In accordance with the offering documents and the intention of Guggenheim Credit Income Fund 2016 T ("(“GCIF ~~2016T"~~2016T”) and Guggenheim Credit Income Fund 2019 ("(“GCIF ~~2019"~~2019”) (together, the ~~"Feeder Funds"~~“Feeder Funds”) to provide substantial shareholder liquidity, the Boards of Trustees of the Master Fund and the Feeder Funds approved respective Plans of Liquidation for each company on March 30, 2021 (each, a ~~"Liquidation Plan"~~“Liquidation Plan”). In accordance with the Liquidation Plans, the Board has declared multiple liquidating distributions. These distributions have been substantially composed of return of capital and have decreased the net asset value of the Master Fund and Feeder Funds. As such, the value on shareholder’s investment statements has decreased as liquidating distributions have been paid.

In accordance with the Liquidation Plan, the Master Fund and the Feeder Funds will remain registered as a BDC and intend to maintain their qualifications, as regulated investment company ~~("RIC"~~(“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the ~~"Code"~~“Code”).

Guggenheim Partners Investment Management, LLC ~~("Guggenheim"~~(“Guggenheim” or the ~~"Advisor"~~“Advisor”) is responsible for sourcing potential investments, analyzing and conducting due diligence on prospective investment opportunities, structuring investments and ongoing monitoring of the Master Fund’s investment portfolio.

On September 30, 2022, Hamilton Finance LLC ~~("Hamilton"~~(“Hamilton”), a previous, wholly-owned, special purpose financing subsidiary of the Master Fund was dissolved.

Note 2. Significant Accounting Policies

Basis of Presentation

Management has determined that the Master Fund meets the definition of an investment company and adheres to the accounting and reporting guidance in the Financial Accounting Standards Board ~~("FASB"~~(“FASB”) Accounting Standards Codification ~~("ASC"~~(“ASC”) Topic 946 — Financial Services — Investment Companies ("(“ASC ~~946"~~946”).

The Master ~~Fund's~~Fund’s interim consolidated financial statements have been prepared pursuant to the requirements for reporting on Form 10-Q and the disclosure requirements as stipulated in Articles 6 and 10 of Regulation S-X, and therefore do not necessarily include all information and notes necessary for a fair statement of financial position and results of operations in accordance with accounting principles generally accepted in the U.S. ~~("GAAP"~~(“GAAP”). In the opinion of management, the unaudited consolidated financial information for the interim period presented in this Report reflects all normal and recurring adjustments necessary for a fair statement of financial position and results from operations. Operating results for interim periods are not necessarily indicative of operating results for an entire year.
16
Notes to Consolidated Financial Statements (UNAUDITED)
Principles of Consolidation

As provided under ASC 946, the Master Fund will generally not consolidate its investment in a company other than an investment in an investment company or an operating company whose business consists of providing substantially all of its services to the benefit of the Master Fund. Accordingly, the Master Fund consolidated the results of its wholly-owned subsidiary in its consolidated financial statements. All intercompany balances and transactions have been eliminated.
15
~~Notes to Consolidated Financial Statements (UNAUDITED)~~
Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities at the date of the financial statements, (ii) the reported amounts of income and expenses during the reported period and (iii) disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ materially from those estimates under different assumptions and conditions.

Cash and Cash Equivalents

Cash consists of demand deposits held at a major U.S. financial institution and the amount recorded on the consolidated statements of assets and liabilities exceeds the Federal Deposit Insurance Corporation insured limit. Management believes the credit risk related to its demand deposits is minimal.

Cash equivalents include short-term, highly liquid instruments with an original maturity of three months or less. As of ~~March 31,~~June 30, 2023, the Master ~~Fund's~~Fund’s cash equivalents of $~~11.5~~4.4 million were held in a U.S. Bank money market deposit account. As of December 31, 2022, the Master Fund’s cash equivalents of $25.2 million were held in a U.S. Bank money market deposit account. The U.S. Bank money market deposit account is considered a Level 1 security within the fair value hierarchy. Cash and cash equivalents, at times, may exceed federal insured limits.
~~Restricted Cash~~
Restricted cash consists of cash collateral that has been pledged to cover obligations of the Master Fund according to its derivative contracts and demand deposits held at a major U.S. financial institution on behalf of Hamilton. Hamilton may be restricted in the distribution of cash to the Master Fund, as governed by the terms of the Hamilton Credit Facility (see ~~Note 7. Borrowings). Management believes the credit risk related to its demand deposits is minimal.~~

Valuation of Investments

The Master Fund measures the value of its investments in accordance with ASC Topic 820 — Fair Value Measurement (“ASC 820”), issued by the FASB. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable and willing and able to transact. In accordance with ASC 820, the Master Fund considers its principal market to be the market that has the greatest volume and level of activity.

ASC 820 defines hierarchical levels directly related to the amount of subjectivity associated with the inputs used to determine fair values of assets and liabilities. The hierarchical levels and types of inputs used to measure fair value for each level are described as follows:

Level 1 - Quoted prices are available in active markets for identical investments as of the reporting date. Publicly listed equities and debt securities, publicly listed derivatives, money market/short-term investment funds and foreign currency are generally included in Level 1. The Master Fund does not adjust the quoted price for these investments.

Level 2 - Valuation inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. In certain cases, debt and equity securities are valued on the basis of prices from orderly transactions for similar investments in active markets between market participants and provided by reputable dealers or independent pricing services. In determining the value of a particular investment, independent pricing services may use certain information with respect to transactions in such investments, quotations from multiple dealers or brokers, pricing matrices, market transactions in comparable investments and various relationships between investments. Investments generally included in this category are corporate bonds and loans.
17
Notes to Consolidated Financial Statements (UNAUDITED)
Level 3 - Valuation inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant judgment or estimation. Investments generally included in this category are illiquid corporate bonds and loans and preferred stock investments that lack observable market pricing.
16
~~Notes to Consolidated Financial Statements (UNAUDITED)~~
In certain cases, the inputs used to measure fair value may fall within different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Depending on the relative liquidity in the markets for certain investments, the Master Fund may transfer assets to Level 3 if it determines that observable quoted prices, obtained directly or indirectly, are severely limited, or not available, or otherwise not reliable. The Master Fund’s assessment of the significance of a particular input to the fair value measurement requires judgment, and the consideration of factors specific to the investment.

Investments for which market quotations are readily available are valued using market quotations, which are generally obtained from independent pricing services, broker-dealers or market makers. With respect to the Master Fund’s portfolio investments for which market quotations are not readily available, the Master ~~Fund's~~Fund’s board of trustees ("(“Board of ~~Trustees"~~Trustees”), including our trustees who are not ~~"interested persons"~~“interested persons” as defined in the 1940 Act (the ~~"Independent Trustees"~~“Independent Trustees”), is responsible for determining in good faith the fair value of the Master Fund’s portfolio investments in accordance with the valuation policy and procedures approved by the Board of Trustees. Pursuant to Rule 2a-5 under the 1940 Act (“Rule 2a-5”), the Board of Trustees has designated the Advisor as the valuation designee to perform fair valuation determinations for the Master Fund with respect to all Fund investments and/or other assets. The Advisor conducts a fair value determination process on a quarterly basis and any other time when a decision regarding the fair value of the portfolio investments is required.

The U.S. Securities and Exchange Commission (the “SEC”) adopted Rule 2a-5 which establishes requirements for determining fair value in good faith and became effective September 8, 2022. Rule 2a-5 also defines when “readily available market quotations” for purposes of the 1940 Act and establishes requirements for determining whether a fund must fair value a security in good faith.

The valuation techniques used by the Master Fund for the assets that are classified as Level 3 in the fair value hierarchy are described below.

Senior Debt and Subordinated Debt: Senior debt and subordinated debt investments are valued at initial transaction price and are subsequently valued using (i) market data for similar instruments (e.g., recent transactions or indicative broker quotes), and/or (ii) valuation models. Valuation models may be based on investment yield analysis and discounted cash flow techniques, where the key inputs include risk-adjusted discount rates and required rates of return, based on the analysis of similar debt investments issued by similar issuers.

Equity/Other Investments: Equity/other investments are valued at initial transaction price and are subsequently valued using valuation models in the absence of readily observable market prices. Valuation models are generally based on (i) market and income (discounted cash flow) approaches, in which various internal and external factors are considered, and (ii) earnings before interest, taxes, depreciation and amortization ~~("EBITDA"~~(“EBITDA”) multiples analysis. Factors include key financial inputs and recent public and private transactions for comparable investments. Key inputs used for the discounted cash flow approach include the weighted average cost of capital and investment terminal values derived from EBITDA multiples. An illiquidity discount may be applied where appropriate.

The Master Fund utilizes several valuation techniques that use unobservable pricing inputs and assumptions in determining the fair value of its Level 3 investments. The valuation techniques, as well as the key unobservable inputs that have a significant impact on the Master Fund’s investments classified and valued as Level 3 in the valuation hierarchy, are described in Note 5. Fair Value of Financial Instruments. The unobservable inputs and assumptions may differ by asset and in the application of the Master Fund’s valuation methodologies. The reported fair value estimates could vary materially if the Master Fund had chosen to incorporate different unobservable pricing inputs and assumptions.
18
Notes to Consolidated Financial Statements (UNAUDITED)
The determination of fair value involves subjective judgments and estimates. Due to the inherent uncertainty of determining the fair value of portfolio investments that do not have a readily available market value, the fair value of investments may differ materially from the values that would have been determined had a readily available market value existed for such investments. Further, such investments are generally less liquid than publicly traded securities. If the Master Fund was required to liquidate a portfolio investment that does not have a readily available market value in a forced or liquidation sale, the Master Fund could realize significantly less value than the value recorded by the Master Fund.
17
~~Notes to Consolidated Financial Statements (UNAUDITED)~~
Security Transactions and Realized/Unrealized Gains or Losses

Investments purchased on a secondary market basis are recorded on the trade date. Loan originations are recorded on the funding date. All investments sold are derecognized on the trade date. The Master Fund measures realized gains or losses from the repayment or sale of investments using the specific lot identification method. Realized gains or losses are measured by the difference between (i) the net proceeds from the repayment or sale, inclusive of any prepayment premiums and (ii) the amortized cost basis of the investment without regard to unrealized appreciation or depreciation previously recognized and include investments charged off during the period, net of recoveries. Unrealized appreciation or depreciation primarily measures the change in investment values, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized. The amortized cost basis of investments includes (i) the original cost, net of original issue discount and loan origination fees, if any, and (ii) adjustments for the accretion/amortization of market discounts and premiums. The Master Fund reports changes in fair value of investments as net change in unrealized appreciation (depreciation) on investments in the consolidated statements of operations.

Interest Income

Interest income is recorded on an accrual basis and includes amortization of premiums to par value and accretion of discounts to par value. Discounts and premiums to par value on securities purchased are accreted/amortized into interest income over the life of the respective security using the effective interest method, or straight-line method, as applicable. Loan origination, closing and other fees received by the Master Fund directly or indirectly from borrowers in connection with the closing of investments are accreted over the contractual life of the debt investment as interest income based on the effective interest method.

Certain of the Master Fund’s investments in debt securities may contain a contractual payment-in-kind ~~("PIK"~~(“PIK”) interest provision. The PIK provisions generally feature the obligation, or the option, at each interest payment date of making interest payments in (i) cash, (ii) additional securities or (iii) a combination of cash and additional securities. PIK interest, computed at the contractual rate specified in the investment’s credit agreement, is accrued as interest income and recorded as interest receivable up to the interest payment date. On the interest payment date, the Master Fund will capitalize the accrued interest receivable attributable to PIK as additional principal due from the borrower. When additional PIK securities are received on the interest payment date, they typically have the same terms, including maturity dates and interest rates, as the original securities issued. PIK interest generally becomes due on the ~~investment's~~investment’s maturity date or call date.

If the portfolio ~~company's~~company’s valuation indicates the value of the PIK security is not sufficient to cover the contractual PIK interest, the Master Fund will not accrue additional PIK interest income and will record an allowance for any accrued PIK interest receivable as a reduction of interest income in the period the Master Fund determines it is not collectible.

Debt securities are placed on non-accrual status when principal or interest payments are at least 90 days past due or when there is reasonable doubt that principal or interest will be collected. Generally, accrued interest is reversed against interest income when a debt security is placed on non-accrual status. Interest payments received on debt securities on non-accrual status may be recognized as interest income or applied to principal based on management’s judgment. Debt securities on non-accrual status are restored to accrual status when past due principal and interest are paid, and, in management’s judgment, such securities are likely to remain current on interest payment obligations. The Master Fund may make exceptions to this treatment if the debt security has sufficient collateral value and is in the process of collection.
19
Notes to Consolidated Financial Statements (UNAUDITED)
Dividend Income

Dividend income on preferred equity securities is recorded as dividend income on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. Each distribution received from limited liability company (“LLC”) and limited partnership (“LP”) equity investments is evaluated to determine if the distribution should be recorded as dividend income or a return of capital. Generally, the Master Fund will not record distributions from equity investments in LLCs and LPs as dividend income unless there are sufficient accumulated tax basis earnings and profits in the LLC or LP prior to the distribution. Distributions that are classified as a return of capital are recorded as a reduction in the cost basis of the investment.
18
~~Notes to Consolidated Financial Statements (UNAUDITED)~~
Fee Income

Guggenheim, or its affiliates, may provide financial advisory services to portfolio companies and in return may receive fees for capital structuring services. Guggenheim is obligated to remit to the Master Fund any earned capital structuring fees based on the pro rata portion of the Master Fund’s investment in originated co-investment transactions. These fees are generally non-recurring and are recognized as fee income by the Master Fund upon the earlier of the investment commitment date or investment closing date. The Master Fund may also receive fees for investment commitments, amendments to credit agreements and other services rendered to portfolio companies. Such fees are recognized as fee income when earned or when the services are rendered.

Derivative Instruments

Derivative instruments solely consist of foreign currency forward contracts. The Master Fund recognizes all derivative instruments as assets or liabilities at fair value in its consolidated financial statements. Foreign currency forward contracts entered into by the Master Fund are not designated as hedging instruments, and as a result, the Master Fund presents changes in fair value through net change in unrealized appreciation (depreciation) on foreign currency forward contracts in the consolidated statements of operations. Realized gains and losses that occur upon the cash settlement of the foreign currency forward contracts are included in net realized gains (losses) on foreign currency forward contracts on the consolidated statements of operations.

Foreign Currency Translation, Transactions and Gains (Losses)

Foreign currency amounts are translated into U.S. dollars on the following basis: (i) at the exchange rate on the last business day of the reporting period for the fair value of investment securities, other assets and liabilities; and (ii) at the prevailing exchange rate on the respective recording dates for the purchase and sale of investment securities, income, expenses, gains and losses.

Net assets and fair values are presented based on the applicable foreign exchange rates described above and the Master Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in fair values of investments held; therefore, fluctuations related to foreign exchange rate conversions are included with the net realized gains (losses) and unrealized appreciation (depreciation) on investments.

Net realized gains or losses on foreign currency transactions arise from sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions and the difference between the amounts of dividends, interest and foreign withholding taxes recorded by the Master Fund and the U.S. dollar equivalent of the amounts actually received or paid by the Master Fund.

Unrealized appreciation (depreciation) from foreign currency translation for foreign currency forward contracts is included in net change in unrealized appreciation (depreciation) on foreign currency forward contracts in the consolidated statements of operations and is included in accumulated earnings (loss), net of distributions on the consolidated statements of assets and liabilities.
20
Notes to Consolidated Financial Statements (UNAUDITED)
Investment Advisory Fees

The Master Fund incurs investment advisory fees including: (i) a base management fee and (ii) a performance-based incentive fee which includes (a) an incentive fee on income and (b) an incentive fee on capital gains, due to Guggenheim pursuant to an investment advisory agreement between the Master Fund and Guggenheim (the ~~"Investment~~“Investment Advisory ~~Agreement"~~Agreement”) as described in Note 6. Related Party Agreements and Transactions. The two components of the performance-based incentive fee will be combined and expensed in the consolidated statements of operations and accrued in the consolidated statements of assets and liabilities as accrued performance-based incentive fee. Pursuant to the terms of the Investment Advisory Agreement, the incentive fee on capital gains is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement) based on the Master Fund’s realized capital gains on a cumulative basis from inception, net of all realized capital losses and unrealized depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gains incentive fees. Although the terms of the Investment Advisory Agreement do not provide for the inclusion of unrealized gains in the calculation of the incentive fee on capital gains, the Master Fund includes unrealized gains in the calculation of the incentive fee on capital gains in accordance with GAAP. Therefore the accrued amount, if any, represents an estimate of the incentive fees that may be payable to Guggenheim if the Master Fund’s entire investment portfolio was liquidated at its fair value as of the date of the consolidated statements of assets and liabilities, even though Guggenheim is not entitled to any incentive fee based on unrealized appreciation unless and until such unrealized appreciation is realized.
19
~~Notes to Consolidated Financial Statements (UNAUDITED)~~
Deferred Financing Costs

Deferred financing costs represent fees and other direct incremental costs incurred in connection with the arrangement of the Master ~~Fund's~~Fund’s borrowings. These costs are presented in the consolidated statements of assets and liabilities as a direct deduction of the debt liability to which the costs pertain. These costs are amortized using the effective interest method and are included in interest expense on the consolidated statements of operations over the life of the borrowings.

Distributions

Distributions to the Master ~~Fund's~~Fund’s common shareholders are periodically declared by its Board of Trustees and recognized as a liability on the record date.

Federal Income Taxes

Beginning with its tax year ended December 31, 2015, the Master Fund has elected to be treated for federal income tax purposes, and thereafter intends to maintain its qualification, as a RIC under the Code. Generally, a RIC is not subject to federal income taxes on distributed income and gains if it distributes dividends in a timely manner out of assets legally available for distributions to its shareholders of an amount generally at least equal to 9090%% of its “Investment Company Taxable Income,” as defined in the Code. The Master Fund intends to distribute sufficient dividends to maintain its RIC status each year and it does not anticipate paying a material level of federal income taxes.

The Master Fund is generally subject to nondeductible federal excise taxes if it does not distribute dividends to its shareholders in respect of each calendar year of an amount at least equal to the sum of (i) 9898%% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) ~~98.2~~98.2%% of its capital gain net income (i.e., capital gains in excess of capital losses), adjusted for certain ordinary losses, for the one-year period generally ending on October 31^stof the calendar year and (iii) any net ordinary income and capital gain net income for preceding calendar years that were not distributed during such calendar years and on which the Master Fund paid no federal income tax. The Master Fund may, at its discretion, pay a 44%% nondeductible federal excise tax on under-distribution of taxable ordinary income and capital gains.

The Master Fund follows ASC 740, Income Taxes (“ASC 740”). ASC 740 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing our tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. Penalties or interest, if applicable, that may be assessed relating to income taxes would be classified as other expenses in the statements of operations. Management has reviewed all open tax years and concluded that there is no effect to the Master Funds’ financial positions or results of operations and no tax liability was required to be recorded resulting from unrecognized tax benefits relating to uncertain income tax position taken or expected to be taken on a tax return. During this period, the Master Fund did not incur any material interest or penalties. Open tax years are those years that are open for examination by the relevant income taxing authority. As of ~~March 31,~~June 30, 2023, open U.S. Federal and state income tax years include the tax years ended December 31, 2019 through December 31, 2022. The Master Fund has no examinations in progress. Management’s determinations regarding ASC 740 may be subject to review and adjustment at a later date based upon factors including, but not limited to, an on-going analysis of tax laws, regulations and interpretations thereof.
20 21

Notes to Consolidated Financial Statements (UNAUDITED)

Note 3. Investments

The following table presents the composition of the investment portfolio at amortized cost and fair value as of ~~March 31,~~June 30, 2023 and December 31, 2022, respectively, with corresponding percentages of total investments at fair value:

Schedule of investment portfolio at amortized cost and fair value
March 31, 2023 December 31, 2022 June 30, 2023 December 31, 2022
Amortized Cost Fair Value Percentage of Investments at Fair Value Amortized Cost Fair Value Percentage of Investments at Fair Value Amortized Cost Fair Value Percentage of Investments at Fair Value Amortized Cost Fair Value Percentage of Investments at Fair Value
Senior secured loans - first lien $ 35,834 $ 33,748 98.5 % $ 41,668 $ 39,028 96.0 % $ 30,852 $ 28,601 96.4 % $ 41,668 $ 39,028 96.0 %
Senior secured loans - second lien — — — 5,250 1,126 2.8 474 572 1.9 5,250 1,126 2.8
Senior secured bonds 1,458 43 0.1 1,520 102 0.3 1,458 32 0.1 1,520 102 0.3
Total senior debt $ 37,292 $ 33,791 98.6 % $ 48,438 $ 40,256 99.1 % $ 32,784 $ 29,205 98.4 % $ 48,438 $ 40,256 99.1 %
Equity and other 4,649 458 1.4 — 385 0.9 4,649 433 1.6 — 385 0.9
Total investments $ 41,941 $ 34,249 100.0 % $ 48,438 $ 40,641 100.0 % $ 37,433 $ 29,638 100.0 % $ 48,438 $ 40,641 100.0 %
The following table presents the composition of the investment portfolio by industry classifications at amortized cost and fair value as of ~~March 31,~~June 30, 2023 and December 31, 2022, respectively, with corresponding percentages of total investments at fair value:

Schedule of investment portfolio at amortized cost and fair value
March 31, 2023 December 31, 2022 June 30, 2023 December 31, 2022
Industry Classification Amortized Cost
Fair Value
Percentage of Investments at Fair Value Amortized Cost
Fair Value
Percentage of Investments at Fair Value Amortized Cost

Fair Value
Percentage of Investments at Fair Value Amortized Cost

Fair Value
Percentage of Investments at Fair Value
Services: Business $ 12,945 $ 8,478 24.7 % $ 15,014 $ 10,090 24.8 % $ 12,925 $ 8,470 28.7 % $ 15,014 $ 10,090 24.8 %
Consumer Goods: Non-Durable 8,371 7,030 20.5 8,309 7,172 17.6 8,312 7,365 24.8 8,309 7,172 17.6
Technology 6,028 6,003 17.5 5,981 6,247 15.5 2,101 2,093 7.1 5,981 6,247 15.5
Metals & Mining 5,500 5,165 15.1 5,500 5,165 12.7 5,717 4,956 16.7 5,500 5,165 12.7
Automotive 4,069 3,255 9.5 4,072 3,490 8.6 4,064 3,362 11.3 4,072 3,490 8.6
Retail 1,641 2,012 5.9 1,685 1,798 4.4 1,630 1,994 6.7 1,685 1,798 4.4
Chemicals, Plastics & Rubber 955 943 2.8 957 944 2.3 953 942 3.2 957 944 2.3
Beverage, Food & Tobacco 713 876 2.6 713 910 2.2 — — — 713 910 2.2
Energy: Oil & Gas 1,719 487 1.4 1,770 590 1.5 1,731 456 1.5 1,770 590 1.5
Hotel, Gaming & Leisure — — — 2,279 2,228 5.5 — — — 2,279 2,228 5.5
Telecommunications — — — 2,158 2,007 4.9 — — — 2,158 2,007 4.9
Total investments $ 41,941 $ 34,249 100.0 % $ 48,438 $ 40,641 100.0 % $ 37,433 $ 29,638 100.0 % $ 48,438 $ 40,641 100.0 %
The following table presents the geographic dispersion of the investment portfolio as a percentage of total investments at fair value as of ~~March 31,~~June 30, 2023 and December 31, 2022:

Schedule of investment portfolio as a percentage
Geographic Dispersion March 31, 2023 December 31, 2022 June 30, 2023 December 31, 2022
United States of America 100.0 % 100.0 % 100.0 % 100.0 %
Total investments 100.0 % 100.0 % 100.0 % 100.0 %

21 22

Notes to Consolidated Financial Statements (UNAUDITED)

Note 4. Derivative Instruments

The Master Fund may enter into foreign currency forward contracts from time to time to facilitate settlement of purchases and sales of investments denominated in foreign currencies and to economically hedge the impact that an adverse change in foreign exchange rates would have on the value of the Master ~~Fund's~~Fund’s investments denominated in foreign currencies. A foreign currency forward contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. These contracts are marked-to-market by recognizing the difference between the contract forward exchange rate and the forward market exchange rate on the last day of the period presented as unrealized appreciation or depreciation. Realized gains or losses are recognized when forward contracts are settled. Risks arise as a result of the potential inability of the counterparties to meet the terms of their contracts; the Master Fund attempts to limit counterparty risk by only dealing with well-known counterparties and those that it believes have the financial resources to honor their obligations. ~~The~~As of June 30, 2023, there are no open foreign currency forward ~~contracts open at the end of the period are generally indicative of the volume of activity during the period.~~contracts.

The following ~~tables present~~table presents the Master ~~Fund's~~Fund’s open foreign currency forward contracts as ~~of March 31, 2023 and~~ December 31, 2022:

Schedule of foreign currency forward contracts
March 31, 2023
December 31, 2022 December 31, 2022
Foreign Currency Settlement Date Statement Location Counterparty Amount Transacted Notional Value at Settlement Notional Value at Period End Fair Value Settlement Date Statement Location Counterparty Amount Transacted Notional Value at Settlement Notional Value at Period End Fair Value
GBP April 17, 2023 Unrealized depreciation on foreign currency forward contracts JPMorgan Chase Bank, N.A. £ 297 $ 362 $ 367 $ (5 ) January 17, 2023 Unrealized appreciation on foreign currency forward contracts JPMorgan Chase Bank, N.A. £ 2,457 $ 3,045 $ 2,972 $ 73
Total $ 362 $ 367 $ (5 ) $ 3,045 $ 2,972 $ 73
December 31, 2022
Foreign Currency Settlement Date Statement Location Counterparty Amount Transacted Notional Value at Settlement Notional Value at Period End Fair Value
GBP January 17, 2023 Unrealized appreciation on foreign currency forward contracts JPMorgan Chase Bank, N.A. £ 2,457 $ 3,045 $ 2,972 $ 73
Total $ 3,045 $ 2,972 $ 73
The following table presents the net realized and unrealized gains and losses on derivative instruments recorded by the Master Fund for the three months ended ~~March 31,~~June 30, 2023 and ~~March 31,~~June 30, 2022:

Schedule of net realized and unrealized gains and losses on derivative instruments
For the Three Months Ended March 31,
Statement Location 2023 2022
Net realized gains (losses)
Foreign currency forward contracts Net realized gains (losses) on foreign currency forward contracts $ 111 $ (125 )
Net change in unrealized appreciation (depreciation)
Foreign currency forward contracts Net change in unrealized appreciation (depreciation) on foreign currency forward contracts (78 ) 254
Net realized and unrealized gains on foreign currency forward contracts $ 33 $ 129
Schedule of net realized and unrealized gains and losses on derivative instruments
For the Three Months Ended June 30, For the Six Months Ended June 30,
Statement Location 2023 2022 2023 2022
Net realized gains (losses)
Foreign currency forward contracts Net realized gains (losses) on foreign currency forward contracts $ (10 ) $ 178 $ 101 $ 53
Net change in unrealized appreciation (depreciation)
Foreign currency forward contracts Net change in unrealized appreciation (depreciation) on foreign currency forward contracts 5 25 (73 ) 279
Net realized and unrealized gains (losses) on foreign currency forward contracts $ (5 ) $ 203 $ 28 $ 332

For derivatives traded under an International Swaps and Derivatives Association Master Agreement ("(“ISDA Master ~~Agreement"~~Agreement”), the collateral requirements are typically calculated by netting the mark-to-market amount for each transaction under such agreement and comparing that amount to the value of any collateral currently pledged by the Master Fund and/or the counterparty. Cash collateral that has been pledged, if any, to cover obligations of the Master Fund and cash collateral received from the counterparty, if any, is reported on the consolidated statements of assets and liabilities as collateral deposits (received) for foreign currency forward contracts. Generally, the amount of collateral due from or to a party has to exceed a minimum transfer amount threshold before a transfer is required. To the extent amounts due to the Master Fund from a counterparty are not fully collateralized, the Master Fund bears the risk of loss from counterparty non-performance.
22 23

Notes to Consolidated Financial Statements (UNAUDITED)

The following table presents the Master ~~Fund's~~Fund’s derivative assets and liabilities by counterparty, net of amounts available for offset under a master netting agreement or similar arrangement, and net of related collateral received by the Master Fund for assets or pledged for liabilities as of ~~March 31,~~June 30, 2023 and December 31, 2022:

Schedule of derivative assets and liabilities
As of Counterparty Gross Derivative Assets in Statement of Assets and Liabilities Gross Derivative Liabilities in Statement of Assets and Liabilities Collateral Pledged (Received) Net position of Derivative Assets, Liabilities and Pledged Collateral Counterparty Gross Derivative Assets in Statement of Assets and Liabilities Gross Derivative Liabilities in Statement of Assets and Liabilities Collateral Pledged (Received) Net position of Derivative Assets, Liabilities and Pledged Collateral
March 31, 2023 JP Morgan Chase Bank, N.A. $ — $ (5 ) $ — $ (5 )
June 30, 2023 JP Morgan Chase Bank, N.A. $ — $ — $ — $ —
December 31, 2022 JP Morgan Chase Bank, N.A. $ 73 $ — $ — $ 73 JP Morgan Chase Bank, N.A. $ 73 $ — $ — $ 73
Note 5. Fair Value of Financial Instruments

The following tables present the segmentation of the investment portfolio at fair value, as of ~~March 31,~~June 30, 2023 and December 31, 2022, according to the fair value hierarchy as described in Note 2. Significant Accounting Policies:

Schedule of investment portfolio at fair value
March 31, 2023
Level 1 Level 2 Level 3 Total
Investments
Senior secured loans - first lien $ — $ 6,553 $ 27,195 $ 33,748
Senior secured loans - second lien — — — —
Senior secured bonds — 43 — 43
Total senior debt $ — $ 6,596 $ 27,195 $ 33,791
Equity and other — 30 428 458
Total investments $ — $ 6,626 $ 27,623 $ 34,249
Percentage 0.0 % 19.3 % 80.7 % 100.0 %
Derivative Instruments
Foreign currency forward contracts $ — $ (5 ) $ — $ (5 )
December 31, 2022
Level 1 Level 2 Level 3 Total
Investments
Senior secured loans - first lien $ — $ 13,879 $ 25,149 $ 39,028
Senior secured loans - second lien — 1,126 — 1,126
Senior secured bonds — — 102 102
Total senior debt $ — $ 15,005 $ 25,251 $ 40,256
Equity and other — — 385 385
Total investments $ — $ 15,005 $ 25,636 $ 40,641
Percentage 0.0 % 36.9 % 63.1 % 100.0 %
Derivative Instruments
Foreign currency forward contracts $ — $ 73 $ — $ 73
Schedule of investment portfolio at fair value
June 30, 2023
Level 1 Level 2 Level 3 Total
Investments
Senior secured loans - first lien $ — $ 6,193 $ 22,408 $ 28,601
Senior secured loans - second lien — — 572 572
Senior secured bonds — 32 — 32
Total senior debt $ — $ 6,225 $ 22,980 $ 29,205
Equity and other — 21 412 433
Total investments $ — $ 6,246 $ 23,392 $ 29,638
Percentage 0.0 % 21.1 % 78.9 % 100.0 %
Derivative Instruments
Foreign currency forward contracts $ — $ — $ — $ —
23 24

Notes to Consolidated Financial Statements (UNAUDITED)

December 31, 2022
Level 1 Level 2 Level 3 Total
Investments
Senior secured loans - first lien $ — $ 13,879 $ 25,149 $ 39,028
Senior secured loans - second lien — 1,126 — 1,126
Senior secured bonds — — 102 102
Total senior debt $ — $ 15,005 $ 25,251 $ 40,256
Equity and other — — 385 385
Total investments $ — $ 15,005 $ 25,636 $ 40,641
Percentage 0.0 % 36.9 % 63.1 % 100.0 %
Derivative Instruments
Foreign currency forward contracts $ — $ 73 $ — $ 73
Significant Level 3 Unobservable Inputs

The following tables present quantitative information related to the significant Level 3 unobservable inputs associated with the determination of fair value for certain investments as of ~~March 31,~~June 30, 2023 and December 31, 2022:

Schedule of significant Level 3 unobservable inputs
March 31, 2023
Asset Category Fair Value Valuation Techniques ⁽¹⁾ Unobservable Inputs ⁽²⁾ Weighted Average Input Value Range ⁽³⁾ Impact to Valuation from an Increase in Input ⁽⁴⁾
Senior Secured Loans - First Lien $ 25,992 Yield analysis Yield 13.23% 9.07% - 27.35% Decrease
Equity/Other $ 33 Market comparable Cash Flow Multiple 3.2x 3.2x Increase
Market comparable Oil production multiple ⁽⁵⁾ 26187x 26187x Increase
Market comparable Oil reserve multiple ⁽⁶⁾ 11x 11x Increase
$ 395 Discounted cash flow Discount Rate 17.63% 17.63% Decrease
Total $ 26,420
Schedule of significant Level 3 unobservable inputs
June 30, 2023
Asset Category Fair Value Valuation Techniques ⁽¹⁾ Unobservable Inputs ⁽²⁾ Weighted Average Input Value Range ⁽³⁾ Impact to Valuation from an Increase in Input ⁽⁴⁾
Senior Secured Loans - First Lien $ 21,188 Yield analysis Yield 14.30% 9.76% - 20.93% Decrease
Equity/Other $ 11 Market comparable Cash Flow Multiple 3x 3x Increase
Market comparable Oil production multiple ⁽⁵⁾ 24876x 24876x Increase
Market comparable Oil reserve multiple ⁽⁶⁾ 10.5x 10.5x Increase
$ 401 Discounted cash flow Discount Rate 17.63% 17.63% Decrease
$ 572 Yield analysis Yield 30.84% 30.84% Decrease
Total $ 22,172

(1) For the investments that have more than one valuation technique, the Master Fund may rely on the stated techniques individually or in the aggregate based on a weight ascribed to each valuation technique, ranging from 0% to 100%.

(2) The Master Fund generally uses prices provided by an independent pricing service, or directly from an independent broker, which are non-binding indicative prices on or near the valuation date as the primary basis for the fair valuation determinations for quoted senior secured bonds and loans. Since these prices are non-binding, they may not be indicative of fair value. Each quoted price is evaluated by Guggenheim in conjunction with additional information compiled by it, including financial performance, recent business developments and various other factors. Investments with fair values determined in this manner were not included in the table above. As of ~~March 31,~~June 30, 2023, the Master Fund had investments of this nature measured at fair value totaling $1.2 million.~~$1.2 million.~~

(3) A range is not provided when there is only one investment within the classification or multiple investments that have the same unobservable input; weighted average amounts are based on the estimated fair values.

(4) This column represents the directional change in the fair value of the Level 3 investments that would result from an increase to the corresponding unobservable input. A decrease to the unobservable input would have the opposite effect. Significant changes in these inputs in isolation could result in significantly higher or lower fair value measurements.

(5) Oil production multiple is valued based on thousand barrels of oil equivalent per day (MBOE/d).

(6) Oil reserve multiple is valued based on million barrels of oil equivalent (MMBOE).
25
Notes to Consolidated Financial Statements (UNAUDITED)
December 31, 2022
Asset Category Fair Value Valuation Techniques ⁽¹⁾ Unobservable Inputs ⁽²⁾ Weighted Average Input Value Range ⁽³⁾ Impact to Valuation from an Increase in Input ⁽⁴⁾
Senior Secured Loans - First Lien $ 24,740 Yield analysis Yield 12.52% 1.01% - 16.04% Decrease
Equity/Other $ 79 Market comparable Cash Flow Multiple 5x 5x Increase
Market comparable Oil production multiple ⁽⁵⁾ 28043x 28043x Increase
Market comparable Oil reserve multiple ⁽⁶⁾ 12.3x 12.3x Increase
$ 276 Discounted cash flow EBITDA multiple 10.6x 10.6x Increase
Discounted cash flow Discount Rate 20.00% 20.00% Decrease
Total $ 25,095

(1) For the investments that have more than one valuation technique, the Master Fund may rely on the stated techniques individually or in the aggregate based on a weight ascribed to each valuation technique, ranging from 0% to 100%.
24
~~Notes to Consolidated Financial Statements (UNAUDITED)~~
(2) The Master Fund generally uses prices provided by an independent pricing service, or directly from an independent broker, which are non-binding indicative prices on or near the valuation date as the primary basis for the fair valuation determinations for quoted senior secured bonds and loans. Since these prices are non-binding, they may not be indicative of fair value. Each quoted price is evaluated by Guggenheim in conjunction with additional information compiled by it, including financial performance, recent business developments and various other factors. Investments with fair values determined in this manner were not included in the table above. As of December 31, 2022, the Master Fund had investments of this nature measured at fair value totaling $0.5 million.

(3) A range is not provided when there is only one investment within the classification or multiple investments that have the same unobservable input; weighted average amounts are based on the estimated fair values.

(4) This column represents the directional change in the fair value of the Level 3 investments that would result from an increase to the corresponding unobservable input. A decrease to the unobservable input would have the opposite effect. Significant changes in these inputs in isolation could result in significantly higher or lower fair value measurements.

(5) Oil production multiple is valued based on thousand barrels of oil equivalent per day (MBOE/d).

(6) Oil reserve multiple is valued based on million barrels of oil equivalent (MMBOE).

In addition to the Level 3 valuation methodologies and unobservable inputs noted above, the Master Fund, in accordance with its valuation policy, may also use other valuation techniques and methodologies when determining the fair value estimates for its investments.
26
Notes to Consolidated Financial Statements (UNAUDITED)
The following tables present a roll-forward of the fair value changes for all investments for which the Master Fund determines fair value using Level 3 unobservable inputs for the three and six months ended ~~March 31,~~June 30, 2023 and ~~March 31,~~June 30, 2022:

Schedule of fair value changes in investments
For the Three Months Ended March 31, 2023
Senior Secured Loans - First Lien Senior Secured Loans - Second Lien Senior Secured Bonds Equity and Other Total
Balance as of January 1, 2023 $ 25,149 $ — $ 102 $ 385 $ 25,636
Additions ⁽¹⁾ 264 — — 4,650 4,914
Sales and repayments ⁽²⁾ (244 ) — — (317 ) (561 )
Net realized gains ⁽³⁾ 5 — — 317 322
Net change in unrealized appreciation (depreciation) on investments ⁽⁴⁾ 235 — — (4,577 ) (4,342 )
Net discount accretion 18 — — — 18
Transfers into Level 3 ⁽⁵⁾ 1,768 — — — 1,768
Transfers out of Level 3 ⁽⁶⁾ — — (102 ) (30 ) (132 )
Fair value balance as of March 31, 2023 $ 27,195 $ — $ — $ 428 $ 27,623
Change in net unrealized appreciation (depreciation) on investments held as of March 31, 2023 $ 232 $ — $ — $ (4,301 ) $ (4,069 )
Schedule of fair value changes in investments
For the Three Months Ended June 30, 2023
Senior Secured Loans - First Lien Senior Secured Loans - Second Lien Senior Secured Bonds Equity and Other Total
Balance as of April 1, 2023 $ 27,195 $ — $ — $ 428 $ 27,623
Additions ⁽¹⁾ 590 572 — — 1,162
Sales and repayments ⁽²⁾ (5,010 ) — — — (5,010 )
Net realized gains ⁽³⁾ 30 — — — 30
Net change in unrealized depreciation on investments ⁽⁴⁾ (416 ) — — (16 ) (432 )
Net discount accretion 19 — — — 19
Fair value balance as of June 30, 2023 $ 22,408 $ 572 $ — $ 412 $ 23,392
Change in net unrealized depreciation on investments held as of June 30, 2023 $ (421 ) $ — $ — $ (16 ) $ (437 )

For the Six Months Ended June 30, 2023

Senior Secured Loans - First Lien Senior Secured Loans - Second Lien Senior Secured Bonds Equity and Other Total
Balance as of January 1, 2023 $ 25,149 $ — $ 102 $ 385 $ 25,636
Additions ⁽¹⁾ 854 572 — 4,650 6,076
Sales and repayments ⁽²⁾ (5,254 ) — — (317 ) (5,571 )
Net realized gains ⁽³⁾ 35 — — 317 352
Net change in unrealized depreciation on investments ⁽⁴⁾ (181 ) — — (4,593 ) (4,774 )
Net discount accretion 37 — — — 37
Transfers into Level 3 ⁽⁵⁾ 1,768 — — — 1,768
Transfers out of Level 3 ⁽⁶⁾ — — (102 ) (30 ) (132 )
Fair value balance as of June 30, 2023 $ 22,408 $ 572 $ — $ 412 $ 23,392
Change in net unrealized depreciation on investments held as of June 30, 2023 $ (448 ) $ — $ — $ (68 ) $ (516 )

(1) Includes increases in the cost basis of investments resulting from new and incremental portfolio investments, including the capitalization of PIK income.

(2) Includes principal payments/paydowns on debt investments and proceeds from sales of investments.

(3) Included in net realized gains (losses) on investments on the consolidated statements of operations.

(4) I~~ncluded~~Included in net change in unrealized appreciation (depreciation) on investments on the consolidated statements of operations.

(5) For the three and six months ended ~~March 31,~~June 30, 2023, investments were transferred from Level 2 to Level 3 as valuation coverage was reduced to one independent pricing service without any corroborating recent trade or another broker quotation or to a market or income approach based model.

(6) For the three and six months ended ~~March 31,~~June 30, 2023, investments were transferred from Level 3 to Level 2 as valuation coverage was initiated by more than one independent pricing services or by one independent pricing service with a corroborating recent trade or another broker quotation.
25 27

Notes to Consolidated Financial Statements (UNAUDITED)

For the Three Months Ended March 31, 2022

Senior Secured Loans - First
Lien
Senior Secured Loans - Second Lien Equity and Other Total
Balance as of January 1, 2022 $ 64,661 $ 14,510 $ 897 $ 80,068
Additions ⁽¹⁾ 1,224 — — 1,224
Sales and repayments ⁽²⁾ (16,648 ) — (2 ) (16,650 )
Net realized gains (losses) ⁽³⁾ 635 — (14 ) 621
Net change in unrealized appreciation (depreciation) on investments ⁽⁴⁾ (1,030 ) (25 ) 1,441 386
Net discount accretion 51 8 — 59
Transfers out of Level 3 ⁽⁵⁾ — (1,055 ) — (1,055 )
Fair value balance as of March 31, 2022 $ 48,893 $ 13,438 $ 2,322 $ 64,653
Change in net unrealized appreciation on investments held as of March 31, 2022 $ (156 ) $ (25 ) $ 1,431 $ 1,250
For the Three Months Ended June 30, 2022
Senior Secured Loans - First Lien Senior Secured Loans - Second Lien Senior Secured Bonds Equity and Other Total
Balance as of April 1, 2022 $ 48,893 $ 13,438 $ — $ 2,322 $ 64,653
Additions ⁽¹⁾ 424 — — — 424
Sales and repayments ⁽²⁾ (603 ) (6,000 ) (306 ) — (6,909 )
Net realized gains ⁽³⁾ 14 55 — — 69
Net change in unrealized appreciation (depreciation) on investments ⁽⁴⁾ (935 ) (33 ) 395 (200 ) (773 )
Net discount accretion 73 5 — — 78
Transfers into Level 3 ⁽⁵⁾ 4,487 — 90 — 4,577
Transfers out of Level 3 ⁽⁵⁾ (513 ) (2,413 ) — — (2,926 )
Fair value balance as of June 30, 2022 $ 51,840 $ 5,052 $ 179 $ 2,122 $ 59,193
Change in net unrealized appreciation (depreciation) on investments held as of June 30, 2022 $ (935 ) $ (81 ) $ 395 $ (200 ) $ (821 )

For the Six Months Ended June 30, 2022

Senior Secured Loans - First Lien Senior Secured Loans - Second Lien Senior Secured Bonds Equity and Other Total
Balance as of January 1, 2022 $ 64,661 $ 14,510 $ — $ 897 $ 80,068
Additions ⁽¹⁾ 1,648 — — — 1,648
Sales and repayments ⁽²⁾ (17,251 ) (6,000 ) (306 ) (2 ) (23,559 )
Net realized gains (losses) ⁽³⁾ 649 55 — (14 ) 690
Net change in unrealized appreciation (depreciation) on investments ⁽⁴⁾ (1,965 ) (59 ) 395 1,241 (388 )
Net discount accretion 124 14 — — 138
Transfers into Level 3 ⁽⁵⁾ 4,487 — 90 — 4,577
Transfers out of Level 3 ⁽⁵⁾ (513 ) (3,468 ) — — (3,981 )
Fair value balance as of June 30, 2022 $ 51,840 $ 5,052 $ 179 $ 2,122 $ 59,193
Change in net unrealized appreciation on investments held as of June 30, 2022 $ (1,214 ) $ (82 ) $ 287 $ 1,230 $ 221

(1) Includes increases in the cost basis of investments resulting from new and incremental portfolio investments, including the capitalization of PIK income.

(2) Includes principal payments/paydowns on debt investments and proceeds from sales of investments.

(3) Included in net realized gains (loss) on investments on the consolidated statements of operations.

(4) Included in net change in unrealized appreciation (depreciation) on investments on the consolidated statements of operations.

(5) For the three and six months ended ~~March 31,~~June 30, 2022, investments were transferred from Level 2 to Level 3 as valuation coverage was reduced to one independent pricing service without any corroborating recent trade or another broker quotation.
(6) For the three and six months ended June 30, 2022, investments were transferred from Level 3 to Level 2 as valuation coverage was initiated by more than one independent pricing services or by one independent pricing service with a corroborating recent trade or another broker quotation.
28
Notes to Consolidated Financial Statements (UNAUDITED)
Note 6. Related Party Agreements and Transactions

The Master Fund is affiliated with Guggenheim Credit Income Fund 2016 T ("(“GCIF ~~2016T"~~2016T”) and Guggenheim Credit Income Fund 2019 ("(“GCIF ~~2019"~~2019”) (together, the ~~"Feeder Funds"~~“Feeder Funds”). The membership of the Boards of Trustees for the Master Fund, GCIF 2016T and GCIF 2019 are identical. The Feeder Funds have invested, and/or intend to invest, substantially all of the proceeds from their public offerings of common shares in the acquisition of the Master ~~Fund's~~Fund’s Common Shares.

One of the Master ~~Fund's~~Fund’s executive officers, Brian Binder, Senior Vice President, serves as an executive officer of Guggenheim. All of the Master ~~Fund's~~Fund’s executive officers also serve as executive officers of the Feeder Funds.

Guggenheim and/or its affiliates receive, as applicable, compensation for (i) investment advisory services, (ii) reimbursement of expenses in connection with investment advisory activities, administrative services and organizing the Master Fund and (iii) capital markets services in connection with the raising of equity capital for Feeder Funds affiliated with the Master Fund, as more fully discussed below.

Investment Advisory Agreements and Compensation of the Advisor

The Master Fund is party to an Investment Advisory Agreement with Guggenheim, pursuant to which the Master Fund agreed to pay Guggenheim an investment advisory fee consisting of two components: (i) a management fee and (ii) a performance-based incentive fee. Guggenheim continues to be entitled to reimbursement of certain expenses incurred on behalf of the Master Fund in connection with investment operations and investment transactions.

Management Fees: The management fee is calculated at an annual rate of ~~1.75~~1.75%% based on the simple average of the Master ~~Fund's~~Fund’s gross assets at the end of the two most recently completed calendar months and it is payable in arrears.

Performance-based Incentive Fee: The performance-based incentive fee consists of two parts: (i) an incentive fee on income and (ii) an incentive fee on capital gains.

(i) The incentive fee on income is paid quarterly, if earned; it is computed as the sum of (A) ~~100~~100%% of quarterly pre-incentive fee net investment income in excess of ~~1.875~~1.875%% of average adjusted capital up to a limit of ~~2.344~~2.344%% of average adjusted capital, and (B) 20% of pre-incentive fee net investment income in excess of ~~2.344~~2.344%% of average adjusted capital.
26
~~Notes to Consolidated Financial Statements (UNAUDITED)~~
(ii) The incentive fee on capital gains is paid annually, if earned; it is equal to 2020%% of realized capital gains on a cumulative basis from inception, net of (A) all realized capital losses and unrealized depreciation on a cumulative basis from inception, and (B) the aggregate amount, if any, of previously paid incentive fees on capital gains.

All fees are computed in accordance with a detailed fee calculation methodology as approved by the Board of Trustees.

The Investment Advisory Agreement may be terminated at any time, without the payment of any penalty: (i) by the Master Fund upon 60 ~~days'~~days’ written notice to Guggenheim, or (ii) by Guggenheim upon not less than 120 ~~days'~~days’ written notice to the Master Fund. In the event that the Investment Advisory Agreement is terminated by Guggenheim, and if the Independent Trustees elect to continue the Master Fund, then Guggenheim shall pay all direct expenses incurred by the Master Fund as a result of ~~Guggenheim's~~Guggenheim’s withdrawal, up to, but not exceeding $250,000. Unless earlier terminated, the Investment Advisory Agreement will remain in effect for a period of two years from the date on which the Master ~~Fund's~~Fund’s shareholders approved the Investment Advisory Agreement and will remain in effect year to year thereafter if approved annually (i) by a majority of the Master ~~Fund's~~Fund’s Independent Trustees and (ii) the Master ~~Fund's~~Fund’s Board of Trustees or the holders of a majority of the Master ~~Fund's~~Fund’s outstanding voting securities.
29
Notes to Consolidated Financial Statements (UNAUDITED)
Administrative Services Agreement

The Master Fund entered into an administrative services agreement with Guggenheim (the ~~"Administrative~~“Administrative Services ~~Agreement"~~Agreement”) whereby Guggenheim agreed to provide administrative services to the Master Fund, including office facilities and equipment, and clerical, bookkeeping and record-keeping services. More specifically, Guggenheim, serving as the administrator (the ~~"Administrator"~~“Administrator”), performs and oversees the Master ~~Fund's~~Fund’s required administrative services, which included financial and corporate record-keeping, preparing and disseminating the Master ~~Fund's~~Fund’s reports to its shareholders and filing reports with the SEC. In addition, the Administrator assists in determining net asset value, overseeing the preparation and filing of tax returns, overseeing the payment of expenses and distributions and overseeing the performance of administrative and professional services fees rendered by others. For providing these services, facilities and personnel, the Master Fund reimburses the Administrator for the allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administrative Services Agreement. To the extent that the Administrator outsources any of its functions, the Master Fund may pay the fees associated with such functions on a direct basis, without incremental profit to the Administrator.

The Administrative Services Agreement may be terminated at any time, without the payment of any penalty: (i) by the Master Fund upon 60 ~~days'~~days’ written notice to the Administrator upon the vote of the Master ~~Fund's~~Fund’s Independent Trustees, or (ii) by the Administrator upon not less than 120 ~~days'~~days’ written notice to the Master Fund. Unless earlier terminated, the Administrative Services Agreement will remain in effect for two years, and thereafter shall continue automatically for successive one-year periods if approved annually by a majority of the Board of Trustees and the Master ~~Fund's~~Fund’s Independent Trustees.

Dealer Manager Agreement

The Master fund is party to a dealer manager agreement, as amended (the ~~"Dealer~~“Dealer Manager ~~Agreement"~~Agreement”) with Guggenheim Funds Distributors, LLC ~~("GFD"~~(“GFD”) an affiliate of Guggenheim. Under the terms of the Dealer Manager Agreement, GFD is to act on a best efforts basis as the exclusive dealer manager for (i) GCIF ~~2016T's~~2016T’s and GCIF ~~2019's~~2019’s public offerings of common shares and (ii) the public offering of common shares for future feeder funds affiliated with the Master Fund. The Master Fund is not responsible for the compensation of GFD pursuant to the terms of the Dealer Manager Agreement; therefore, fees compensating GFD are not presented in this periodic report. As to a Feeder Fund, the Deal Manager Agreement may be terminated by a Feeder Fund or GFD upon 60 calendar ~~days'~~days’ written notice to the other party.

Capital Structuring Fees and Administrative Agency Fees

Guggenheim and its affiliates are obligated to remit to the Master Fund any earned capital structuring fees and administrative agency fees (i.e.loan administration fees) based on the Master ~~Fund's~~Fund’s pro rata portion of the co-investment transactions or originated investments in which the Master Fund participates.

Summary of Related Party Transactions

The following table presents the related party fees, expenses and transactions for the three and six months ended ~~March 31,~~June 30, 2023 and ~~March 31,~~June 30, 2022:
Schedule of related party fees, expenses and transactions
For the Three Months Ended June 30, For the Six Months Ended June 30,
Related Party ^{(1) (2)} Source Agreement & Description 2023 2022 2023 2022
Expenses:
Guggenheim Investment Advisory Agreement - management fee $ 186 $ 572 $ 441 $ 1,220
Guggenheim Administrative Services Agreement - expense reimbursement 95 169 197 229
Income:
Guggenheim Share on capital structuring fees and administrative agency fees 3 3 5 6
27 30

Notes to Consolidated Financial Statements (UNAUDITED)

Schedule of related party fees, expenses and transactions
Related For the Three Months Ended March 31,
Party ^{(1) (2)} Source Agreement & Description 2023 2022
Expenses:
Guggenheim Investment Advisory Agreement - management fee $ 255 $ 648
Guggenheim Administrative Services Agreement - expense reimbursement 102 60
Income:
Guggenheim Share on capital structuring fees and administrative agency fees 2 3

(1) Related party transactions not included in the table above consist of Independent Trustees fees and expenses and sales and repurchase of the Master Fund Shares to/from affiliated Feeder Funds as disclosed in the Master ~~Fund's~~Fund’s consolidated statements of operations and consolidated statements of changes in net assets, respectively. In accordance with the Liquidation Plan, the Master Fund’s share repurchase program has been suspended effective March 31, 2021.

(2) As of ~~March 31,~~June 30, 2023 and ~~March 31,~~June 30, 2022, the Master Fund had accumulated net realized capital losses and net unrealized depreciation and therefore, Guggenheim did not earn any performance-based incentive fee during the respective period.

Co-Investment Transactions Exemptive Relief

The Master Fund was granted an SEC exemptive order which grants the Master Fund exemptive relief permitting the Master Fund, subject to the satisfaction of specific conditions and requirements, to co-invest in privately negotiated investment transactions with certain affiliates of Guggenheim.

Indemnification

The Investment Advisory Agreement and Administrative Services Agreement provide certain indemnifications to Guggenheim, its directors, officers, persons associated with Guggenheim and its affiliates, including the administrator. In addition, the Master ~~Fund's~~Fund’s Declaration of Trust, as amended, provides certain indemnifications to its officers, trustees, agents and certain other persons. As of ~~March 31,~~June 30, 2023 and December 31, 2022, management believes that the risk of incurring any losses for such indemnifications is remote.

Note 7. Borrowings

Hamilton Credit Facility

On December 17, 2015, Hamilton initially entered into a senior-secured term loan, as amended (the “Hamilton Credit Facility”) with JPMorgan Chase Bank, National Association ~~("JPM"~~(“JPM”), as administrative agent, each of the lenders from time to time party thereto, and U.S. Bank National Association, as collateral agent, collateral administrator and securities intermediary.

On November 29, 2021, Hamilton repaid in full all outstanding amounts due in connection with, and terminated all commitments under, the Hamilton Credit Facility. On September 30, 2022, Hamilton was dissolved.

Note 8. Commitments and Contingencies

The amounts associated with unfunded commitments to provide funds to portfolio companies are not recorded in the Master Fund’s consolidated statements of assets and liabilities. Since these commitments and the associated amounts may expire without being drawn upon, the total commitment amount does not necessarily represent a future cash requirement. As of ~~March 31,~~June 30, 2023 and December 31, 2022, the Master Fund’s unfunded commitments consisted of the following:

Schedule of unfunded commitments
Total Unfunded Commitments
Category / Portfolio Company ⁽¹⁾ March 31, 2023 December 31, 2022
Allvue Systems (Revolver) 79 26
Apptio, Inc. (Revolver) 33 131
Galls LLC (Revolver) 118 170
Polyvision Corp. (Revolver) 3 5
PSI Services LLC (Revolver) — ⁽²⁾ — ⁽²⁾
Wide Orbit (Revolver) — 293
Total Unfunded Commitments $ 233 $ 625
28
Schedule of unfunded commitments
Total Unfunded Commitments
Category / Portfolio Company ⁽¹⁾ June 30, 2023 December 31, 2022
Allvue Systems (Revolver) 58 26
Apptio, Inc. (Revolver) 229 131
Galls LLC (Revolver) 176 170
Polyvision Corp. (Revolver) — 5
PSI Services LLC (Revolver) — ⁽²⁾ — ⁽²⁾
Wide Orbit (Revolver) — 293
Total Unfunded Commitments $ 463 $ 625
~~Notes to Consolidated Financial Statements (UNAUDITED)~~

(1) May pertain to commitments to one or more entities affiliated with the named portfolio company.

(2) Amount is less than $1,000.
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Notes to Consolidated Financial Statements (UNAUDITED)
Note 9. Financial Highlights

The following per Common Share data and financial ratios have been derived from information provided in the consolidated financial statements. The following is a schedule of financial highlights during the ~~three~~six months ended ~~March 31,~~June 30, 2023 and ~~March 31,~~June 30, 2022:

Schedule of financial highlights
For the Three Months Ended March 31,
2023 2022
PER COMMON SHARE OPERATING PERFORMANCE
Net asset value, beginning of period $ 2.39 $ 6.15
Net investment income ⁽¹⁾ 0.01 0.08
Net realized gains ⁽¹⁾ — 0.02
Net change in unrealized appreciation (depreciation) ⁽²⁾ 0.01 (0.01 )
Net increase resulting from operations 0.02 0.09
Distributions to Common Shareholders ⁽³⁾
Distributions from net investment income (0.02 ) (0.09 )
Distributions representing return of capital (0.66 ) (0.69 )
Net decrease resulting from distributions (0.68 ) (0.78 )
Net asset value, end of period $ 1.73 $ 5.46

INVESTMENT RETURNS
Total investment return ⁽⁴⁾ 0.66 % 1.63 %

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period $ 44,271 $ 139,809
Average net assets ⁽⁵⁾ $ 57,242 $ 148,879
Common Shares outstanding, end of period 25,594,125 25,594,125
Weighted average Common Shares outstanding 25,594,125 25,594,125

Ratios-to-average net assets: ⁽⁵⁾
Total expenses 0.96 % 0.74 %
Net investment income 0.64 % 1.38 %

Portfolio turnover rate ^{(5) (6)} 13.38 % 1.10 %
Schedule of financial highlights
For the Six Months Ended June 30,
2023 2022
PER COMMON SHARE OPERATING PERFORMANCE
Net asset value, beginning of period $ 2.39 $ 6.15
Net investment income ⁽¹⁾ 0.02 0.12
Net realized gains (losses) ⁽¹⁾ (0.01 ) 0.05
Net change in unrealized depreciation ⁽²⁾ — (0.15 )
Net increase resulting from operations 0.01 0.02
Distributions to Common Shareholders ⁽³⁾
Distributions from net investment income (0.03 ) (0.14 )
Distributions representing return of capital (1.04 ) (1.42 )
Net decrease resulting from distributions (1.07 ) (1.56 )
Net asset value, end of period $ 1.33 $ 4.61

INVESTMENT RETURNS
Total investment return ⁽⁴⁾ 0.10 % 0.03 %

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period $ 34,046 $ 117,932
Average net assets ⁽⁵⁾ $ 50,054 $ 139,057
Common Shares outstanding, end of period 25,594,125 25,594,125
Weighted average Common Shares outstanding 25,594,125 25,594,125

Ratios-to-average net assets: ⁽⁵⁾
Total expenses 2.23 % 1.61 %
Net investment income 1.28 % 2.18 %

Portfolio turnover rate ^{(5) (6)} 17.74 % 1.50 %

(1) The per Common Share data was derived by using the weighted average Common Shares outstanding during the period presented.

(2) The amount shown at this caption is the balancing figure derived from the other figures in the schedule. The amount shown at this caption for a Common Share outstanding throughout the period may not agree with the change in the aggregate appreciation and depreciation in portfolio securities for the period because of the timing of sales of the Master Fund’s Common Shares in relation to fluctuating market values for the portfolio.

(3) The per Common Share data for distributions is the actual amount of distributions declared per Common Share outstanding during the entire period; distributions per Common Share are rounded to the nearest $0.01. For income tax purposes, distributions made to shareholders are reported as ordinary income, capital gains, non-taxable return of capital or a combination thereof, based on taxable income calculated in accordance with income tax regulations which may differ from amounts determined under GAAP. As of ~~March 31,~~June 30, 2023, the Master Fund estimated distributions to be composed mostly of return of capital. The final determination of the tax character of distributions will not be made until we file our tax return.
29 32

Notes to Consolidated Financial Statements (UNAUDITED)

(4) Total investment return is based on (i) the purchase of Common Shares at net asset value on the first day of the period, (ii) the sale at the net asset value per Common Share on the last day of the period, of (A) all purchased Common Shares plus (B) any fractional Common Shares issued in connection with the reinvestment of distributions and (iii) distributions payable relating to the ownership of Common Shares, if any, on the last day of the period. The total investment return calculation assumes that cash distributions are reinvested concurrent with the issuance of Common Shares at the most recent transaction price on or prior to each distribution payment date. Since there is no public market for the Master Fund’s Common Shares, then the terminal sales price per Common Share is assumed to be equal to net asset value per Common Share on the last day of the period. Total investment return is not annualized. The Master Fund’s performance changes over time and currently may be different than that shown above. Past performance is no guarantee of future results.

(5) The computation of average net assets, average outstanding borrowings and average value of portfolio securities during the period is based on averaging the amount on the first day of the first month of the period and the last day of each month during the period.

(6) Portfolio turnover is calculated as the lesser of (i) purchases of portfolio securities or (ii) the aggregate total of sales of portfolio securities plus any repayments received divided by the monthly average of the value of investment portfolio owned by the Master Fund during the period.

Note 10. Distributions

The following table summarizes the distributions that the Master Fund declared on its Common Shares during the ~~three~~six months ended ~~March 31,~~June 30, 2023 and ~~March 31,~~June 30, 2022:

Schedule of distributions
Record Date Payment Date Distribution Per Common Share at Record Date Distribution Per Common Share at Payment Date Cash Distribution Payment Date Distribution Per Common Share at Record Date Distribution Per Common Share at Payment Date Cash Distribution
For Calendar Year 2023
March 20 March 21 $ 0.68000 $ 0.68000 $ 17,404 March 21 $ 0.68000 $ 0.68000 $ 17,404
June 20 June 22 0.39000 0.39000 9,984
$ 0.68000 $ 17,404 $ 1.07000 $ 27,388

For Calendar Year 2022
February 1 February 3 $ 0.78000 $ 0.78000 $ 19,964 February 3 $ 0.78000 $ 0.78000 $ 19,964
May 18 May 20 0.78000 0.78000 19,963
$ 0.78000 $ 19,964 $ 1.56000 $ 39,927
Note 11. Subsequent Events

Management has evaluated subsequent events through the date of issuance of these consolidated financial statements and has determined that there are no subsequent events outside the ordinary scope of business that require adjustment to, or disclosure in, the consolidated financial statements.

30 33

Item 2. ~~Management's~~Management’s Discussion and Analysis of Financial Condition and Results of Operations.

(amounts in thousands, except share and per share data, percentages and as otherwise indicated; for example, with the word “million” or otherwise)

The information contained in this Item 2 should be read in conjunction with our consolidated financial statements and related notes thereto appearing elsewhere in this Report. Capitalized terms used in this Item 2 have the same meaning as in the accompanying consolidated financial statements presented in Part I. Item 1. Consolidated Financial Statements ~~(Unaudited~~(Unaudited)), unless otherwise defined herein.

Overview

We are a specialty finance investment company focused on lending to middle market companies. We were formed on September 5, 2014 as a statutory trust under the laws of the State of Delaware and commenced investment operations on April 2, 2015. In addition, we have elected to be treated as a business development company ~~("BDC"~~(“BDC”) under the Investment Company Act of 1940, as amended (the ~~"1940 Act"~~“1940 Act”). We are externally managed by Guggenheim, which is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments, determining the securities and other assets that we will purchase, retain or sell, and monitoring our portfolio on an ongoing basis.

We serve as the master fund in a master/feeder fund structure in that one or more feeder funds (each, a “Feeder Fund”), each a separate closed-end management investment company that has adopted our investment objectives and strategies, invests substantially all of its equity capital in our common shares (“Shares” or ~~"Common Shares"~~“Common Shares”). Presently, our shareholders are the two initial shareholders and two Feeder Funds.

We conduct private offerings (each a “Private Offering”) of our Shares to the Feeder Funds in reliance on exemptions from the registration requirements of the Securities Act. While we expect to continuously offer our Shares and have an indefinite life, each Feeder Fund features a specific period for the offering of its Common Shares, and each Feeder Fund has a specified finite term.

Beginning with the taxable year ended December 31, 2015, we have elected to be treated for federal income tax purposes as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended (the ~~"Code"~~“Code”).

Plan of Liquidation

In accordance with the offering documents and the intention of Guggenheim Credit Income Fund 2016 T ("(“GCIF ~~2016T"~~2016T”) and Guggenheim Credit Income Fund 2019 ("(“GCIF ~~2019"~~2019”) (together, the ~~"Feeder Funds"~~“Feeder Funds”) to provide substantial shareholder liquidity, the Boards of Trustees of the Master Fund and the Feeder Funds approved respective Plans of Liquidation for each company on March 30, 2021 (each, a ~~"Liquidation Plan"~~“Liquidation Plan”). In accordance with the Liquidation Plans, the Board has declared multiple liquidating distributions which are outlined in the table below. These distributions have been substantially composed of return of capital and have decreased the net asset value of the Master Fund and Feeder Funds. As such, the value on shareholder’s investment statements has decreased as liquidating distributions have been paid.

For the Master Fund, as of ~~May 15,~~August 9, 2023, over 85% of the NAV has been declared to be paid to shareholders in the form of liquidating distributions.
34
The table below is intended to highlight some relevant metrics associated with the Plans of Liquidation ($ in thousands).

Noted Information GCIF (Master Fund) GCIF 2016 T GCIF 2019
Cumulative Liquidating Distributions declared per share through May 15, 2023 $ 6.55 $ 6.89 $ 18.89
Number of Portfolio Companies at beginning of Year 18 — —
Number of Portfolio Companies at end of Period 14 — —
YTD Portfolio sales and repayments ($ in thousands) $ 11,388 $ — $ —
Cumulative Liquidating Distributions Declared through May 15, 2023 ($ in thousands) $ (167,642 ) $ (112,288 ) $ (32,798 )
Percentage of December 31, 2020 NAV Declared through May 15, 2023 86.64 % 86.34 % 83.33 %
Net Assets at beginning of Year ($ in thousands) $ 61,273 $ 41,115 $ 12,926
Net Assets at end of Period ($ in thousands) $ 44,271 $ 29,760 $ 9,570
Net asset value per share at end of period $ 1.73 $ 1.83 $ 5.51
31
Noted Information GCIF (Master Fund) GCIF 2016 T GCIF 2019
Cumulative Liquidating Distributions declared per share through August 9, 2023 $ 6.94 $ 7.30 $ 20.02
Number of Portfolio Companies at beginning of Year 18 — —
Number of Portfolio Companies at end of Period 13 — —
YTD Portfolio sales and repayments ($ in thousands) $ 16,655 $ — $ —
Cumulative Liquidating Distributions Declared through August 9, 2023 ($ in thousands) $ (177,623 ) $ (118,969 ) $ (34,760 )
Percentage of December 31, 2020 NAV Declared through August 9, 2023 91.80 % 91.50 % 88.31 %
Net Assets at beginning of Year ($ in thousands) $ 61,273 $ 41,115 $ 12,926
Net Assets at end of Period ($ in thousands) $ 34,046 $ 22,791 $ 7,489
Net asset value per share at end of period $ 1.33 $ 1.40 $ 4.31

In accordance with the Liquidation Plan, the Master Fund and the Feeder Funds will remain registered as a BDC and intend to maintain their qualifications as RICs under Subchapter M of the Code.

Investment Objectives and Investment Strategy

Our investment objectives are to provide our shareholders with current income, capital preservation, and, to a lesser extent, long-term capital appreciation. There can be no assurances that any of these investment objectives will be achieved.

Prior to the ~~Board's~~Board’s approval of the Liquidation Plan, our investment strategy was continuously focused on growing an investment portfolio that generates superior risk adjusted returns by carefully selecting investments through rigorous due diligence and actively managing and monitoring our investment portfolio. When evaluating an investment and the related portfolio company, we use the resources of Guggenheim to develop an investment thesis and a proprietary view of a potential portfolio company’s intrinsic value and its expected risks and rewards.

We primarily focused on the following investment types that may be available within the capital structure of portfolio companies:

● Senior Debt. Senior debt investments generally take a security interest in the available assets of the portfolio company, including equity interests in any of its subsidiaries. The senior debt classification includes senior secured first lien loans, senior secured second lien loans, senior secured bonds, and senior unsecured debt. In some circumstances, the secured lien could be subordinated to the claims of other creditors. While there is no specific collateral associated with senior unsecured debt, such positions are senior in payment priority over subordinated debt investments.

● Subordinated Debt. Subordinated debt investments are subordinated to senior debt and are generally unsecured. These investments are generally structured with interest-only payments throughout the life of the security with the principal due at maturity.

● Equity Investments. Preferred and/or common equity investments may be acquired alongside senior and subordinated debt investment activities or through the exercising of warrants or options attached to debt investments. Income is generated primarily through regular or inconstant dividends and realized gains on dispositions of such investments.
35
We intend to meet our investment objectives by investing primarily in large, privately-negotiated loans to private middle market U.S. companies. Specifically, we expect a typical borrower to have earnings before interest, taxes, depreciation, and amortization ~~("EBITDA"~~(“EBITDA”) of $25 million to $100 million and annual revenue ranging from $50 million to $1 billion. We seek to invest in businesses that have a strong reason to exist and have demonstrated competitive and strategic advantages. These companies generally possess distinguishing business characteristics, such as a leading competitive position in a well-defined market niche, unique brands, sustainable profitability and cash flow, and experienced management. We anticipate that a majority of our investments will be classified as senior debt in a borrower’s capital structure and have repayment priority over other parts of a borrower’s capital structure (i.e., subordinated debt, preferred and common equity). By investing in a more senior attachment point of a ~~borrower's~~borrower’s capital structure, we expect to protect our principal with less risk, which we believe provides for a distinctive risk/return profile as compared to that of a typical middle market or private equity alternative investment.

In addition to privately-negotiated loans, we invest in more broadly syndicated assets, such as bank loans and corporate bonds. Our portfolio is more heavily weighted towards floating-rate investments, whose interest payment obligations may increase in a rising interest rate environment. We may also invest in fixed-rate investments, options, or other forms of equity participation, and, to a limited extent and not as a principal investment strategy, structured products such as collateralized loan obligations (“CLOs”) and collateralized debt obligations (“CDOs”). We seek to make investments which have favorable characteristics, including closing fees, prepayment premiums, lender-friendly control provisions, and lender-friendly covenants.

Our portfolio may include “covenant-lite” loans which generally refer to loans that do not have a complete set of financial maintenance covenants. Generally, “covenant-lite” loans provide borrower companies more freedom to negatively impact lenders because their covenants are incurrence-based, which means they are only tested and can only be breached following an affirmative action of the borrower, rather than by a deterioration in the borrower’s financial condition. Accordingly, to the extent we invest in “covenant-lite” loans, we may have fewer rights against a borrower and may have a greater risk of loss on such investments as compared to investments in or exposure to loans with financial maintenance covenants.

Our portfolio includes investments in securities that are rated below investment grade (e.g., junk bonds) by rating agencies, or that would be rated below investment grade if they were rated and have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. These investments may also be illiquid and feature variances in opinions of fair value and market prices. A material amount of our debt investments in portfolio companies may contain interest rate reset provisions that may present challenges for the borrowers to continue paying periodic interest to us. In addition, a material amount of our debt investments may not pay down principal until the end of their lifetimes, which could result in a substantial loss to us if the portfolio companies are unable to refinance or repay their debts at maturity.
32
Our investment strategy leverages the skills and depth of ~~Guggenheim's~~Guggenheim’s research team and credit investment platform which features a relative value perspective across all corporate credit asset types. We believe these elements create a larger, proprietary opportunity set and increase the potential for the generation of a wide spectrum of value-risk investment ideas. We intend for our investment strategy to access investments with attractive combinations of reward and risk, better economics and stronger lender protections than those offered in traditional loan transactions. We also intend to deploy our direct loan origination investment platform and apply it to our portfolio company business relationships.

Our investment activity can and does vary substantially from period to period depending on many factors, including: the demand for capital from creditworthy privately-owned U.S. companies, the level of merger, acquisition and refinancing activity involving private companies, the availability of credit to finance merger and acquisition transactions, the general economic environment, the competitive investment environment for the types of investments we currently seek and intend to seek in the future, the amount of equity capital we raise from the sale of our Shares, and the amount of capital we may borrow.
36
We acquire our portfolio investments through the following investment access channels:

● Direct Originations: This channel consists of investments that are directly originated through ~~Guggenheim's~~Guggenheim’s relationship network. Such investments are originated and/or structured by Guggenheim and are not generally available to the broader investment market. These investments may include both debt and equity investment components.

● Syndicated Transactions: This channel primarily includes investments in broadly syndicated loans and high yield bonds, typically originated and arranged by investment intermediaries other than Guggenheim. These investments may be purchased at the original syndication or in the secondary through various trading markets.

We may continue to borrow money from time to time within the borrowing limits stipulated by the 1940 Act, which generally allows us to incur leverage of up to 50% of our total assets, less liabilities and indebtedness not represented by senior securities. The use of borrowed funds and/or the proceeds of preferred stock offering to finance investments would have its own specific set of benefits and risks, and all of the costs of borrowing funds or issuing preferred stock are borne by our shareholders.

Revenues

We generate revenues primarily in the form of interest on the debt securities of portfolio companies that we acquire and hold for investment purposes. Our investments in debt securities generally have expected maturities of one to eight years, although we have no lower or upper constraint on maturity, and typically earn interest at floating and fixed interest rates. Interest on our debt securities is generally payable to us quarterly or semi-annually. The outstanding principal amount of our debt securities and any accrued but unpaid interest will generally become due at the respective maturity dates. In addition, we may generate revenue in the form of dividends from preferred and common equity investments, amortization of original issue discount, prepayment fees, commitment fees, origination fees and fees for providing significant managerial assistance.

Operating Expenses

Our primary operating expenses include a management fee and, depending on our operating results, a performance-based incentive fee, interest expense, administrative services, related party reimbursements, custodian and accounting services and other third-party professional services fees and expenses. The management and performance-based incentive fees compensate Guggenheim for its services in identifying, evaluating, negotiating, closing and monitoring our investments.

Financial and Operating Highlights

The following tables present financial and operating highlights (i) as of ~~March 31,~~June 30, 2023 and December 31, 2022 and (ii) for the ~~three~~six months ended ~~March 31,~~June 30, 2023 and ~~March 31,~~June 30, 2022:
As of
June 30, 2023 December 31, 2022
Total assets $ 34,569 $ 62,145
Adjusted total assets (total assets net of payable for investments purchased) $ 34,569 $ 62,145
Investments in portfolio companies, at fair value $ 29,638 $ 40,641
Net assets $ 34,046 $ 61,273
Net asset value per Common Share $ 1.33 $ 2.39
33 37

As of
March 31,
2023 December 31,
2022
Total assets $ 46,480 $ 62,145
Adjusted total assets (total assets net of payable for investments purchased) $ 46,480 $ 62,145
Investments in portfolio companies, at fair value $ 34,249 $ 40,641
Net assets $ 44,271 $ 61,273
Net asset value per Common Share $ 1.73 $ 2.39
For the Six Months Ended June 30,
2023 2022
Average net assets $ 50,054 $ 139,057
Cost of investments purchased $ 6,061 $ 1,643
Sales of investments $ 16,011 $ 8,024
Principal payments $ 641 $ 23,160
Net investment income $ 640 $ 3,031
Net realized gains (losses) $ (408 ) $ 1,481
Net change in unrealized depreciation $ (71 ) $ (3,933 )
Net increase (decrease) in net assets resulting from operations $ 161 $ 579
Total distributions to shareholders $ 27,388 $ 39,927
Net investment income per Common Share - basic and diluted $ 0.02 $ 0.12
Earnings per Common Share - basic and diluted $ 0.01 $ 0.02
Distributions per Common Share $ 1.07 $ 1.56
For the Three Months Ended
March 31,
2023 2022
Average net assets $ 57,242 $ 148,879
Cost of investments purchased $ 4,905 $ 1,242
Sales of investments $ 11,123 $ 7,718
Principal payments $ 267 $ 9,584
Net investment income $ 369 $ 2,052
Net realized gains (losses) $ 1 $ 470
Net change in unrealized appreciation (depreciation) $ 32 $ (29 )
Net increase in net assets resulting from operations $ 402 $ 2,493
Total distributions to shareholders $ 17,404 $ 19,964
Net investment income per Common Share - basic and diluted $ 0.01 $ 0.08
Earnings per Common Share - basic and diluted $ 0.02 $ 0.10
Distributions per Common Share $ 0.68 $ 0.78
Portfolio and Investment Activity for the Three and Six Months Ended ~~March 31,~~June 30, 2023

~~The following table presents our new investment commitments for the three months ended March 31, 2023:~~
For the Three Months Ended
March 31, 2023
Investment activity segmented by access channel: Amount Percentage
Direct originations $ 127 100.0 %
Syndicated transactions — — %
Total investment commitments entered during the period $ 127 100.0 %
The following table presents our portfolio company activity for the three and six months ended ~~March 31,~~June 30, 2023:

~~For the Three Months Ended March 31, 2023~~
~~Portfolio companies at beginning of period~~ 18
~~Number of added portfolio companies~~ —
~~Number of exited portfolio companies~~ (4 )
~~Portfolio companies at period end~~ 14
~~Number of debt investments at period end~~ 25
~~Number of equity/other investments at period end~~ 7
34
For the Three Months Ended June 30, 2023 For the Six Months Ended June 30, 2023
Portfolio companies at beginning of period 14 18
Number of exited portfolio companies (1 ) (5 )
Portfolio companies at period end 13 13

Number of debt investments at period end 24 24
Number of equity/other investments at period end 7 7

The following table presents a roll-forward of all investment purchase, sale and repayment activity and changes in fair value, within our investment portfolio throughout for the ~~three~~six months ended ~~March 31,~~June 30, 2023:

Balance as of
January 1, 2023 Purchases Sales and Repayments Other
Changes in
Fair Value ⁽¹⁾ Balance as of March 31, 2023
Senior secured loans - first lien $ 39,028 $ 255 $ (6,009 ) $ 474 $ 33,748
Senior secured loans - second lien 1,126 — (5,000 ) 3,874 —
Senior secured bonds 102 — (62 ) 3 43
Total senior debt $ 40,256 $ 255 $ (11,071 ) $ 4,351 $ 33,791
Equity and other 385 4,650 (317 ) (4,260 ) 458
Total $ 40,641 $ 4,905 $ (11,388 ) $ 91 $ 34,249
Balance as of January 1, 2023 Purchases Sales and Repayments Other Changes in Fair Value ⁽¹⁾ Balance as of June 30, 2023
Senior secured loans - first lien $ 39,028 $ 1,382 $ (11,626 ) $ (183 ) $ 28,601
Senior secured loans - second lien 1,126 29 (4,650 ) 4,067 572
Senior secured bonds 102 — (62 ) (8 ) 32
Total senior debt $ 40,256 $ 1,411 $ (16,338 ) $ 3,876 $ 29,205
Equity and other 385 4,650 (317 ) (4,285 ) 433
Total $ 40,641 $ 6,061 $ (16,655 ) $ (409 ) $ 29,638

(1) Other changes in fair value includes changes resulting from realized and unrealized gains and losses, amortization/accretion, increases from PIK income and restructurings.
38
The following table presents selected information regarding our investment portfolio as of ~~March 31,~~June 30, 2023 and December 31, 2022:

As of
March 31,
2023 December 31,
2022
Weighted average purchase price of debt investments ⁽¹⁾ 87.6 % 89.6 %
Weighted average duration of debt investments ⁽²⁾ 0.04 years 0.03 years
Debt investments on non-accrual status as a percentage of amortized cost of total debt investments 3.9 % 3.1 %
Debt investments on non-accrual status as a percentage of fair value of total debt investments 0.1 % 0.3 %
Number of debt investments on non-accrual status 1 1

Floating interest rate debt investments:
Percent of debt portfolio ⁽³⁾ 99.9 % 99.7 %
Percent of floating rate debt investments with interest rate floors ⁽³⁾ 99.9 % 99.8 %
Weighted average interest rate floor 4.7 % 4.4 %
Weighted average coupon spread to base interest rate 566 bps 566 bps
3-month LIBOR 549 bps 477 bps

Fixed interest rate debt investments:
Percent of debt portfolio ⁽³⁾ 0.1 % 0.3 %
Weighted average years to maturity 0.5 years 0.8 years

Weighted average effective yields
Senior secured loans - first lien ⁽⁴⁾ 13.1 % 11.5 %
Senior secured loans - second lien ⁽⁴⁾ — % 16.8 %
Total debt investments ⁽⁴⁾ 12.6 % 11.7 %
Total investments ⁽⁵⁾ 11.2 % 11.7 %
As of
June 30, 2023 December 31, 2022
Weighted average purchase price of debt investments ⁽¹⁾ 87.2 % 89.6 %
Weighted average duration of debt investments ⁽²⁾ 0.04 years 0.03 years
Debt investments on non-accrual status as a percentage of amortized cost of total debt investments 4.4 % 3.1 %
Debt investments on non-accrual status as a percentage of fair value of total debt investments 0.1 % 0.3 %
Number of debt investments on non-accrual status 1 1

Floating interest rate debt investments:
Percent of debt portfolio ⁽³⁾ 99.9 % 99.7 %
Percent of floating rate debt investments with interest rate floors ⁽³⁾ 99.9 % 99.8 %
Weighted average interest rate floor 5.1 % 4.4 %
Weighted average coupon spread to base interest rate 586 bps 566 bps
3-month LIBOR 555 bps 477 bps

Fixed interest rate debt investments:
Percent of debt portfolio ⁽³⁾ 0.1 % 0.3 %
Weighted average years to maturity 0.3 years 0.8 years

Weighted average effective yields
Senior secured loans - first lien ⁽⁴⁾ 12.7 % 11.5 %
Senior secured loans - second lien ⁽⁴⁾ 40.0 % 16.8 %
Total debt investments ⁽⁴⁾ 12.6 % 11.7 %
Total investments ⁽⁵⁾ 11.0 % 11.7 %

(1) Percent is calculated as a percentage of the par value of debt investments.
35
(2) Duration is a measure of a debt ~~investment's~~investment’s price sensitivity to 100 basis points ~~("bps"~~(“bps”) change in interest rates. It represents an inverse relationship between price and the change in interest rates. For example, if a bond has a duration of 5.0 years and interest rates increase by 100 bps, then the bond price is expected to decrease by 5%. Weighted average duration is calculated using weights based on amortized cost.

(3) Percent is calculated as a percentage of the fair value of total debt investments.

(4) Weighted average effective yield by investment type is calculated as the effective yield of each investment and weighted by its amortized cost as compared to the aggregate amortized cost of all investments of that investment type. Effective yield is the return earned on an investment net of any discount, premium or issuance costs. The total debt portfolio yield is calculated before considering the impact of leverage or any operating expenses.

(5) The total investment portfolio yield is calculated before considering the impact of leverage or any operating expenses, and includes all income generating investments, non-income generating investments and investments on non-accrual status.

All of our floating interest rate debt investments have base interest rate reset frequencies of twelve months or less, with the majority resetting at least quarterly. LIBOR ranged between ~~4.86%~~5.21% for the 1 Month LIBOR to ~~5.31%~~5.76% for the 6 Month LIBOR on ~~March 31,~~June 30, 2023. Base interest rate resets for floating interest rate debt investments will only result in increases in interest income when the base interest rate exceeds the associated interest rate floor (e.g., 1.0%).

The following table presents the maturity schedule of our debt investments, excluding unfunded commitments, based on their principal amount as of ~~March 31,~~June 30, 2023 and December 31, 2022:

March 31, 2023 December 31, 2022 June 30, 2023 December 31, 2022
Maturity Year Principal Amount Percentage of Portfolio Principal Amount Percentage of Portfolio Principal Amount Percentage of Portfolio Principal Amount Percentage of Portfolio
2023 $ 8,375 19.9 % $ 8,386 15.7 % $ 8,364 22.6 % $ 8,386 15.7 %
2024 1,950 4.7 1,853 3.5 596 1.6 1,853 3.5
2025 14,662 35.0 21,025 39.5 9,951 27.0 21,025 39.5
2026 16,911 40.4 21,985 41.3 18,007 48.8 21,985 41.3
Total $ 41,898 100.0 % $ 53,249 100.0 % $ 36,918 100.0 % $ 53,249 100.0 %
39

Results of Operations

Operating results for the three and six months ended ~~March 31,~~June 30, 2023 and ~~March 31,~~June 30, 2022 were as follows:

For the Three Months Ended
March 31, For the Three Months Ended June 30, For the Six Months Ended June 30,
2023 2022 2023 2022 2023 2022
Total investment income $ 921 $ 3,155 $ 833 $ 2,119 $ 1,754 $ 5,274
Total expenses 552 1,103 562 1,140 1,114 2,243
Net investment income 369 2,052 271 979 640 3,031
Net realized gain (losses) 1 470 (409 ) 1,011 (408 ) 1,481
Net change in unrealized depreciation 32 (29 ) (103 ) (3,904 ) (71 ) (3,933 )
Net increase (decrease) in net assets resulting from operations $ 402 $ 2,493 $ (241 ) $ (1,914 ) $ 161 $ 579
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Investment Income

Interest and dividend income consisted of the following components for the three and six months ended ~~March 31,~~June 30, 2023 and ~~March 31,~~June 30, 2022:

For the Three Months Ended
March 31,
2023 2022
Interest income on debt securities:
Cash interest $ 836 $ 2,186
PIK interest 8 79
Net accretion/amortization of discounts/premiums 51 159
Total interest on debt securities 895 2,424
PIK dividend — 179
Total interest and dividend income $ 895 $ 2,603
Average Investments at cost $ 40,183 $ 110,942
Average Income Generating Investments at cost ⁽¹⁾ $ 35,863 $ 108,790
Income return ⁽²⁾ 2.50 % 2.39 %
For the Three Months Ended June 30, For the Six Months Ended June 30,
2023 2022 2023 2022
Interest income on debt securities:
Cash interest $ 779 $ 1,990 $ 1,624 $ 4,176
PIK interest 7 25 15 104
Net accretion/amortization of discounts/premiums 45 101 96 261
Total interest on debt securities 831 2,116 1,735 4,541
PIK dividend — — — 179
Fee income 2 — 19 —
Total interest and dividend income $ 833 $ 2,116 $ 1,754 $ 4,720
Average Investments at cost $ 39,349 $ 98,425 $ 39,766 $ 104,684
Average Income Generating Investments at cost ⁽¹⁾ $ 33,241 $ 96,496 $ 34,552 $ 102,643
Income return ⁽²⁾ 2.50 % 2.19 % 5.02 % 4.60 %

(1) Income Generating Investments pertains to investments with stated interest rate or preferred returns and includes investments on non-accrual.

(2) Income return is calculated using the total interest and dividend income over the average income generating investments at cost for the period presented.

The decrease in interest and dividend income was mainly driven by the decrease in the size of our income generating investments. As of ~~March 31,~~June 30, 2023 and ~~March 31,~~June 30, 2022, yield on debt investments at cost was ~~11.2%~~5.1% and ~~8.0%~~8.5%, respectively. PIK dividend pertains to dividends on preferred stock investments.
Our fee income is comprised of the following fee classifications and is considered non-recurring income for the three and six months ended ~~March 31,~~June 30, 2023 and ~~March 31,~~June 30, 2022:

For the Three Months Ended
March 31, For the Three Months Ended June 30, For the Six Months Ended June 30,
2023 2022 2023 2022 2023 2022
Administrative agency fees $ 3 $ 3 $ 2 $ 3 $ 5 $ 6
Amendment fees and other 14 549 — — 14 549
Total fee income $ 17 $ 552 $ 2 $ 3 $ 19 $ 555
40

Operating Expenses

Our operating expenses can be categorized into fixed operating expenses, variable operating expenses and performance-dependent expenses. Fixed operating expenses are generally static period over period. Variable expenses are calculated based on fund metrics such as total assets, net assets or total borrowings. Performance-dependent expenses fluctuate independent of our size.

The table below shows a breakdown of our operating expenses for the three and six months ended ~~March 31,~~June 30, 2023 and ~~March 31,~~June 30, 2022:
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For the Three Months Ended
March 31,
2023 2022
Fixed operating expenses:
Related party reimbursements ⁽¹⁾ $ 102 $ 60
Trustees fees 68 70
Professional services fees ⁽²⁾ 61 191
Other expenses 69 71
Total fixed operating expenses 300 392

Variable operating expenses:
Administrative services ⁽³⁾ (13 ) 42
Management fee 255 648
Custody services 10 21
Total variable operating expenses 252 711

Total expenses before incentive fee waiver and advisor transition costs reimbursement $ 552 $ 1,103
For the Three Months Ended June 30, For the Six Months Ended June 30,
2023 2022 2023 2022
Fixed operating expenses:
Related party reimbursements ⁽¹⁾ $ 95 $ 169 $ 197 $ 229
Trustees fees 73 71 141 141
Professional services fees ⁽²⁾ 97 193 158 384
Other expenses 67 73 136 144
Total fixed operating expenses 332 506 632 898

Variable operating expenses:
Administrative services ⁽³⁾ 35 40 22 82
Management fee 186 572 441 1,220
Custody services 9 22 19 43
Total variable operating expenses 230 634 482 1,345

Total expenses before incentive fee waiver and advisor transition costs reimbursement $ 562 $ 1,140 $ 1,114 $ 2,243

(1) Related party reimbursements increased due to an increase in resource allocation to Master Fund.

(2) Professional services fees includes the expenses for third party service providers such as internal and independent auditors, tax return preparer and tax consultant, third-party investment valuers, and fund legal counsel.

(3) Administrative services fees include the expenses for third party service providers such as fund accountant, fund sub-administrator, and independent pricing vendors.

The decrease in total expenses for the three months ended ~~March 31,~~June 30, 2023 compared to the three months ended ~~March 31,~~June 30, 2022 was primarily due to the decrease in professional service fees and management fees. For the three months ended ~~March 31,~~June 30, 2023 and ~~March 31,~~June 30, 2022, there were no borrowing costs.
The decrease in total expenses for the six months ended June 30, 2023 compared to the six months ended June 30, 2022 was primarily due to the decrease in professional service fees and management fees. For the six months ended June 30, 2023 and June 30, 2022, there were no borrowing costs.
38 41

Net Realized Gains (Losses)

For the three months ended ~~March 31,~~June 30, 2023, we had dispositions and principal repayments of ~~$6.3~~$5.3 million, resulting in net realized ~~gains~~losses of ~~0.1~~0.5 million. For the six months ended June 30, 2023, we had dispositions and principal repayments of $16.7 million, resulting in net realized losses of 0.4 million. For the three and six months ended ~~March 31,~~June 30, 2023, we had realized ~~gains~~losses from our foreign currency forward contracts of ~~$111.0~~$10.0 thousand and and a realized gain of $101.0 thousand, respectively, primarily due the movement of the U.S. dollar against the British pound.

For the three months ended ~~March 31,~~June 30, 2022, we had dispositions and principal repayments of ~~$17.3~~$13.9 million, resulting in net realized gains of ~~$0.6~~$0.8 million. For the ~~three~~six months ended ~~March 31,~~June 30, 2022, we had dispositions and principal repayments of $31.2 million, resulting in net realized gains of $1.5 million. For the three and six months ended June 30, 2022, we had realized ~~losses~~gains from our foreign currency forward contracts of ~~$(0.1)~~$0.2 million and $53 thousand, respectively, primarily due the movement of the U.S. dollar against the British pound.

For the three and six months ended ~~March 31,~~June 30, 2023 and ~~March 31,~~June 30, 2022, the components of total realized gains (losses) were comprised of the following:

For the Three Months Ended
March 31, For the Three Months Ended June 30, For the Six Months Ended June 30,
2023 2022 2023 2022 2023 2022
Investments $ (74 ) $ 629 $ (450 ) $ 834 $ (524 ) $ 1,463
Foreign currency forward contracts 111 (125 ) (10 ) 178 101 53
Foreign currency transactions (36 ) (34 ) 51 (1 ) 15 (35 )
Net realized gains (losses) $ 1 $ 470 $ (409 ) $ 1,011 $ (408 ) $ 1,481
Changes in Unrealized Appreciation (Depreciation)

For the three and six months ended ~~March 31,~~June 30, 2023 and ~~March 31,~~June 30, 2022, the components of total net change in unrealized appreciation (depreciation) were comprised of the following:

For the Three Months Ended
March 31, For the Three Months Ended June 30, For the Six Months Ended June 30,
2023 2022 2023 2022 2023 2022
Investments $ 106 $ (281 ) $ (104 ) $ (3,928 ) $ 2 $ (4,209 )
Foreign currency forward contracts (78 ) 254 5 25 (73 ) 279
Foreign currency transactions 4 (2 ) (4 ) (1 ) — (3 )
Net change in unrealized depreciation $ 32 $ (29 )
Net change in unrealized appreciation (depreciation) $ (103 ) $ (3,904 ) $ (71 ) $ (3,933 )
42

For the three and six months ended ~~March 31,~~June 30, 2023 and ~~March 31,~~June 30, 2022, the components of total net change in unrealized appreciation and depreciation on (i) all investments and (ii) investments classified as Level 3 in the valuation hierarchy were comprised of the following:

For the Three Months Ended
March 31,
2023 2022
Unrealized appreciation on all investments ⁽¹⁾ $ 5,181 $ 1,807
Unrealized depreciation on all investments ⁽¹⁾ (5,075 ) (2,088 )
Total net change in unrealized depreciation on all investments $ 106 $ (281 )

Unrealized appreciation on Level 3 investments only ⁽¹⁾ $ 270 $ 1,572
Unrealized depreciation on Level 3 investments only ⁽¹⁾ (4,612 ) (1,187 )
Total net change in unrealized appreciation (depreciation) on Level 3 investments only $ (4,342 ) $ 385
For the Three Months Ended June 30, For the Six Months Ended June 30,
2023 2022 2023 2022
Unrealized appreciation on all investments ⁽¹⁾ $ 567 $ 474 $ 5,748 $ 2,281
Unrealized depreciation on all investments ⁽¹⁾ (671 ) (4,402 ) (5,746 ) (6,490 )
Total net change in unrealized appreciation (depreciation) on all investments $ (104 ) $ (3,928 ) $ 2 $ (4,209 )

Unrealized appreciation on Level 3 investments only ⁽¹⁾ $ 57 $ 474 $ 327 $ 2,046
Unrealized depreciation on Level 3 investments only ⁽¹⁾ (490 ) (1,248 ) (5,102 ) (2,435 )
Total net change in unrealized depreciation on Level 3 investments only $ (433 ) $ (774 ) $ (4,775 ) $ (389 )

(1) Amounts are net of any reclassification of realized gains or losses on investments.

Annual Investment Returns and Total Returns Since Commencement

Our initial investors, who each invested at $9.00 per share, have seen a cumulative ~~39.33%~~38.56% increase in the value of their investment, or an annualized return of ~~4.08%~~3.89%, assuming reinvestment of distributions.
39
The table below presents returns for our shareholders for the ~~years~~six months ended ~~March 31,~~June 30, 2023 ~~December 31, 2021~~ and ~~March 31,~~June 30, 2022, and the period from commencement to ~~March 31,~~June 30, 2023. Our performance changes over time and currently may be different than that shown below. Past performance is no guarantee of future results. The returns for shareholders of the affiliated Feeder Funds are different from the returns for our direct shareholders.

Total Investment Return-Net Asset Value⁽¹⁾
For the Three Months Ended March 31, Since Commencement
Company Date Operations Commenced ⁽²⁾ 2023 2022 Cumulative Annualized
Guggenheim Credit Income Fund 12/19/2014 (1.18 )% 1.63 % 39.33 % 4.08 %
Total Investment Return-Net Asset Value⁽¹⁾
For the Six Months Ended June 30, Since Commencement
Company Date Operations Commenced ⁽²⁾ 2023 2022 Cumulative Annualized
Guggenheim Credit Income Fund 12/19/2014 (1.72 )% 0.03 % 38.56 % 3.89 %

(1) Total investment return is based on (i) the purchase of Common Shares at net asset value on the first day of the period, (ii) the sale of Common Shares at the net asset value per share on the last day of the period, of (A) all purchased Common Shares plus (B) any fractional Common Shares issued in connection with the reinvestment of distributions and (iii) distributions payable relating to the ownership of Common Shares, if any, on the last day of the period. The total investment return calculation assumes that cash distributions are reinvested concurrent with the issuance of Common Shares at the most recent transaction price on or prior to each distribution payment date. Since there is no public market for our Common Shares, then the terminal sales price per common share is assumed to be equal to net asset value per common share on the last day of the period.

(2) Commencement of operations represents the date that we sold our initial Common Shares.
43
GUGGENHEIM CREDIT INCOME FUND
CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)

Off-Balance Sheet Arrangements

Unfunded Commitments

Unfunded commitments to provide funds to portfolio companies are not recorded on our consolidated statements of assets and liabilities. Our unfunded commitments may be significant from time to time. Unfunded commitments may expire without being drawn upon and the total commitment amount does not necessarily represent future cash requirements. As of ~~March 31,~~June 30, 2023, we had ~~five~~four unfunded commitments totaling $~~0.2~~0.5 million as compared to six unfunded commitments totaling $0.6 million as of December 31, 2022. ~~See~~ See Note 8. Commitments and Contingencies for specific identification of the unfunded commitments. We believe we maintain sufficient liquidity in the form of cash, ~~(including restricted cash),~~ receivables and borrowing capacity to fund these unfunded commitments should the need arise. See F~~inancial~~Financial Condition, Liquidity and Capital Resources.

Financial Condition, Liquidity and Capital Resources

Our primary sources of cash and cash equivalents may include: (i) the sale of our Shares to affiliated feeder funds, (ii) borrowings under various financing arrangements, (iii) cash flows from interest, dividends and transaction fees earned from investment in portfolio companies and (iv) principal repayments and sale proceeds from our investments.

Our primary uses of cash and cash equivalents may include: (i) investments in portfolio companies, (ii) payments of operating expenses, (iii) interest payments on, and repayment of, borrowings, (iv) cash distributions to our shareholders and (v) periodic repurchases of our Shares pursuant to our share repurchase program.

Liquidity

Operating liquidity is our ability to meet our short term liquidity needs. The following table presents our operating liquidity position as of ~~March 31,~~June 30, 2023 and December 31, 2022:

As of As of
March 31, 2023 December 31, 2022 June 30, 2023 December 31, 2022
Cash and cash equivalents $ 11,484 $ 8,956 $ 4,405 $ 8,956
Principal receivable — 11,499 13 11,499
Unfunded investment commitments (233 ) (625 ) (463 ) (625 )
Other net working capital ⁽¹⁾ (61 ) (118 ) (98 ) (118 )
Total operational liquidity $ 11,190 $ 19,712 $ 3,857 $ 19,712
40

(1) Other net working capital is the sum of collateral deposits/payable for foreign currency forward contracts, interest and dividend income receivable and receivable from related parties less accrued management fee, payable to related parties, distributions payable, and accounts payable, accrued expenses and other liabilities.
44
Capital Resources

We may from time to time enter into additional credit facilities and borrowing arrangements to increase the amount of our borrowings as our equity capital foundation increases. Accordingly, we cannot predict with certainty what terms any such financing would have or the costs we would incur in connection with any such financing arrangements. We are currently required to maintain a minimum asset coverage ratio (total assets-to-senior securities) of 200% under the 1940 Act.

The table below summarizes certain financing obligations and Feeder Fund liquidity targets that are expected to have an impact on our liquidity and cash flow in specified future interval periods:

March 31, 2023
Total < 1 year 1-3 years 3-5 years > 5 years
Liquidation of Feeder Funds' Investments:
GCIF 2016T ⁽¹⁾ $ 29,512 $ 29,512 $ — $ — $ —
GCIF 2019 ⁽¹⁾ 8,727 8,727 — — —
Total Liquidation of Feeder Funds' Investments $ 38,239 $ 38,239 $ — $ — $ —
June 30, 2023
Total < 1 year 1-3 years 3-5 years > 5 years
Liquidation of Feeder Funds’ Investments:
GCIF 2016T ⁽¹⁾ $ 22,696 $ 22,696 $ — $ — $ —
GCIF 2019 ⁽¹⁾ 6,713 — — 6,713 —
Total Liquidation of Feeder Funds’ Investments $ 29,409 $ 22,696 $ — $ 6,713 $ —

(1) The Feeder Fund investment liquidity amounts are based on the net asset value of each Feeder ~~Fund's~~Fund’s ownership interest in the Master Fund as of ~~March 31,~~June 30, 2023. In accordance with the Liquidation Plans, the Board has declared multiple liquidating distributions. These distributions have been substantially composed of return of capital and have decreased the net asset value of the Master Fund and Feeder Funds. As such, the value on shareholder’s investment statements has decreased as liquidating distributions have been paid.

As of ~~March 31,~~June 30, 2023, GCIF 2016T owned 66.7% of our outstanding Common Shares and GCIF 2019 owned 19.7% of our outstanding Common Shares. The two initial investors accounted for the remaining 13.6% of our outstanding Common Shares.

Critical Accounting Policies

Valuation of Investments

Our investments consist primarily of investments in senior and subordinated debt of private middle market U.S. companies and are presented in our consolidated financial statements at fair value. See Note 3. Investments for more information on our investments. As described more fully in Note 2. Significant Accounting Policies and Note 5. Fair Value of Financial Instruments, a valuation hierarchy based on the level of independent, objective evidence available regarding value is used to measure the fair value of our investments. Investments for which market quotations are readily available are valued using market quotations, which are generally obtained from independent pricing services, broker-dealers or market makers. With respect to our portfolio investments for which market quotations are not readily available, our Board of Trustees is responsible for determining in good faith the fair value of our portfolio investments in accordance with, and through the consistent application of, the valuation policy and procedures approved by our Board of Trustees, based on, among other things, the input of Guggenheim and any independent third-party valuation firms.

We utilize valuation techniques that use unobservable inputs and assumptions in determining the fair value of our investments classified as Level 3 within the valuation hierarchy. For senior debt and subordinated debt classified as Level 3 fair value investments, we initially value the investment at its initial transaction price and subsequently value the investment using (i) market data for similar instruments (e.g., recent transactions or indicative broker quotes) and/or (ii) valuation models. Valuation models are based on EBITDA multiples to determine enterprise value and debt multiple ratios where the key inputs are based on relative value analysis of similar credit investments issued by similar portfolio companies. The valuation techniques used by us for other types of assets that are classified as Level 3 investments are described in Note 2. Significant Accounting Policies. The unobservable inputs and assumptions may differ by asset and in the application of our valuation methodologies. The reported fair value estimates could vary materially if we had chosen to incorporate different unobservable inputs and assumptions.
41 45

We and our Board of Trustees conduct our fair value determination process on a quarterly basis and any other time when a material decision regarding the fair value of our portfolio investments is required, including in connection with ensuring our compliance with the 1940 ~~Act's~~Act’s requirements regarding the price at which we issue our Shares. A determination of fair value involves subjective judgments and estimates. Due to the inherent uncertainty of determining the fair value of portfolio investments that do not have a readily available market value, the fair value of these portfolio investments may differ materially from the values that would have been determined had a readily available market value existed for such investments. Further, such investments are generally less liquid than exchange-traded securities. If we were required to liquidate a portfolio investment that does not have a readily available market value in a forced or liquidation sale, we could realize significantly less than the fair value recorded by us.

The table below presents information on investments classified as Level 3 according to the valuation hierarchy within the investment portfolio on ~~March 31,~~June 30, 2023 and December 31, 2022:

As of As of
March 31, 2023 December 31, 2022 June 30, 2023 December 31, 2022
Investments classified as Level 3 fair value $ 27,623 $ 25,636 $ 23,392 $ 25,636
Total investments at fair value $ 34,249 $ 40,641 $ 29,638 $ 40,641
Total assets $ 46,480 $ 62,145 $ 34,569 $ 62,145
Percentage of investment portfolio classified as Level 3 fair value 80.7 % 63.1 % 78.9 % 63.1 %
Percentage of total assets classified as Level 3 fair value 59.4 % 41.3 % 67.7 % 41.3 %

The ranges of unobservable inputs used in the fair value measurement of our investments classified as Level 3 fair valued as of ~~March 31,~~June 30, 2023 and December 31, 2022 are presented in Note 5. Fair Value of Financial Instruments, as well as the directional impact to the ~~investments'~~investments’ valuation from an increase or decrease in the associated unobservable inputs.

In addition to impacting the estimated fair value recorded for our investments on our consolidated statements of assets and liabilities, had we used different key unobservable inputs to determine the estimated fair value of our investments, amounts recorded in our consolidated statements of operations, including the net change in unrealized appreciation and depreciation on investments, management and performance-based incentive fees would also be impacted. The table below outlines the impact on our results of a 5% increase in the fair value of our Level 3 investments for the periods ended ~~March 31,~~June 30, 2023 and ~~March 31,~~June 30, 2022:

March 31, 2023 March 31, 2022
Fair Value of Level 3 Investments at Year End $ 27,623 $ 64,653
Fair Value Assuming a 5% Increase in Value 29,004 67,886

Increase in unrealized appreciation 1,381 3,233
(Increase) in management fees ⁽¹⁾ (6 ) (14 )
(Increase) in performance based incentive fee ⁽²⁾ (276 ) (647 )
Increase in net assets resulting from operations $ 1,099 $ 2,572

Weighted average Common Shares outstanding (basic and diluted) 25,594,125 25,594,125
Common Shares outstanding at the end of the Year 25,594,125 25,594,125

Increase in earnings per Common Share $ 0.04 $ 0.10
Increase in net asset value per Common Share $ 0.04 $ 0.10
June 30, 2023 June 30, 2022
Fair Value of Level 3 Investments at Year End $ 23,392 $ 59,193
Fair Value Assuming a 5% Increase in Value 24,562 62,153

Increase in unrealized appreciation 1,170 2,960
Increase in management fees ⁽¹⁾ (10 ) (26 )
Increase in performance based incentive fee ⁽²⁾ (234 ) (592 )
Increase in net assets resulting from operations $ 926 $ 2,342

Weighted average Common Shares outstanding (basic and diluted) 25,594,125 25,594,125
Common Shares outstanding at the end of the Year 25,594,125 25,594,125

Increase in earnings per Common Share $ 0.04 $ 0.09
Increase in net asset value per Common Share $ 0.04 $ 0.09

(1) Increases in management fees for the periods ended ~~March 31,~~June 30, 2023 and ~~March 31,~~June 30, 2022 represent only 12 ~~months'~~months’ worth of the change to the Master ~~Fund's~~Fund’s management fees.

(2) Increase in performance-based incentive fee is calculated as 20% of the increase in unrealized appreciation.
42 46

Investment Advisory Fees

See Note 2. Significant Accounting Policies.

Recent Accounting Standards

See Note 2. Significant Accounting Policies.
Contractual Obligations

We have entered into certain agreements under which we have material future commitments.

The Master Fund is a party to an Investment Advisory Agreement with Guggenheim, pursuant to which the Master Fund agreed to pay Guggenheim an investment advisory fee. See Note 6. Related Party Agreements and Transactions for a more detailed description of the Investment Advisory Agreement. If the Investment Advisory Agreement is terminated, our costs may increase under any replacement investment advisory agreement that we subsequently enter into. We would also likely incur expenses in identifying and evaluating candidates to provide the services we expect to receive under any successor investment advisory agreement and administrative services agreement. Any successor investment advisory agreement would also be subject to approval by our shareholders.

In 2015, Hamilton, a wholly-owned, special purpose financing subsidiary of the Master Fund, initially entered into the Hamilton Credit Facility with JPMorgan Chase Bank, National Association, as administrative agent, each of the lenders from time to time party thereto, and U.S. Bank National Association, as collateral agent, collateral administrator and securities intermediary. On June 29, 2018, the Hamilton Credit facility was amended to extend the term from December 17, 2019 to December 29, 2022 and to extend the draw-down term from December 17, 2018 to December 29, 2021 among other things. On November 29, 2021, Hamilton repaid in full all outstanding amounts due in connection with, and terminated all commitments under, the Hamilton Credit Facility. See Note 7. Borrowings.

Related Party Transactions

We have entered into agreements with Guggenheim whereby we agreed to pay certain fees to, and reimburse certain expenses, of Guggenheim for investment advisory services and investment-related and administrative costs incurred on our behalf. See Note 6. Related Party Agreements and Transactions for a discussion of related party transactions, investment advisory fees and reimbursement of administrative services expenses.

Organization and Offering Expenses and Reimbursement Arrangements with Guggenheim

See Note 6. Related Party Agreements and Transactions.

Reimbursement for Guggenheim Administrative Services Expenses

Guggenheim has provided administrative services to the Master Fund since September 11, 2017. We will reimburse Guggenheim, for their expenses in connection with the provision of administrative services to us. However, such reimbursement will be made at an amount equal to the lower of their actual costs or the amount that we would be required to pay for comparable administrative services in the same geographic location. Also, such costs will be reasonably allocated to us on the basis of assets, revenues, time records or other reasonable allocation methods. We do not reimburse Guggenheim for rent, depreciation, utilities, capital equipment or other administrative items allocated to controlling persons of Guggenheim.

Co-Investment Transactions Exemptive Relief

The Master Fund was granted an SEC exemptive order which grants the Master Fund exemptive relief permitting the Master Fund, subject to the satisfaction of specific conditions and requirements, to co-invest in privately negotiated investment transactions with certain affiliates of Guggenheim.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Interest Rate Risk

We are subject to financial market risks, including changes in interest rates. As of ~~March 31,~~June 30, 2023, 99.9% of our debt investments ~~(98.5%~~(98.4% of our total investments), or ~~$33.7~~$29.2 million measured at fair value, are subject to floating interest rates. A rise in the general level of interest rates can be expected to lead to (i) higher interest income from our floating rate debt investments and (ii) value declines for fixed interest rate investments we may hold. Since a majority of our investments consist of floating rate investments, an increase in interest rates could also make it more difficult for borrowers to repay their loans, and a rise in interest rates may also make it easier for Guggenheim to meet or exceed the quarterly threshold for performance-based incentive fees as described in Note 6. Related Party Agreements and Transactions.
43 47

The following table presents the approximate annualized increase (decrease) in (i) interest income from our investment portfolio, (ii) interest expense associated with our floating rate credit facility and (iii) the net increase or decrease of interest-related income and expense, directly resulting from hypothetical changes in base interest rates (e.g., LIBOR), assuming no changes in the composition of our investment portfolio and capital structure as of ~~March 31,~~June 30, 2023.

Basis Points (bps)
Increase

Annualized
Interest Income Increase (Decrease)

Annualized
Net Increase (Decrease)

Net Increase (Decrease)
per Share

Annualized
Interest Income Increase (Decrease)

Annualized
Net Increase (Decrease)

Net Increase (Decrease)
per Share

-50 bps $ (70 ) $ (70 ) $ — $ — $ — $ —
+50 bps 124 124 — 98 98 —
+100 bps 302 302 0.01 256 256 0.01
+150 bps 483 483 0.02 419 419 0.02
+200 bps 670 670 0.03 582 582 0.02

We regularly measure our exposure to interest rate risk. We assess interest rate risk and manage our interest rate exposure on an ongoing basis by comparing our interest rate sensitive assets to our interest rate sensitive liabilities. Based on that review, we determine whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures include internal controls and other procedures designed to provide reasonable assurance that information required to be disclosed in this and other reports filed under the Exchange Act, is recorded, processed, summarized and reported within the required time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. It should be noted that no system of controls can provide complete assurance of achieving a company’s objectives and that future events may impact the effectiveness of a system of controls.

Our Chief Executive Officer and Chief Financial Officer, after conducting an evaluation, together with members of our management, of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~March 31,~~June 30, 2023, have concluded that our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act, were effective as of ~~March 31,~~June 30, 2023 at a reasonable level of assurance.

Changes in Internal Control over Financial Reporting

During the most recent fiscal quarter, there was no change in our internal controls over financial reporting, as defined under Rule 13a-15(f) under the Exchange Act, that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

As of ~~May 15,~~August 9, 2023, we were not subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us or our subsidiary.

From time to time, we or Guggenheim may be a party to certain legal proceedings in the ordinary course of, or incidental to the normal course of, our business, including legal proceedings related to the enforcement of our rights under contracts with our portfolio companies. While legal proceedings, lawsuits, claims and regulatory proceedings are subject to many uncertainties and their ultimate outcomes are not predictable with assurance, the results of these proceedings are not expected to have a material adverse effect on our consolidated financial position or results of operations.
44 48

Item 1A. Risk Factors.

In addition to the other information set forth in this Report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our annual report on Form 10-K for the fiscal year ended December 31, 2021, which could materially affect our business, financial condition and/or operating results. The risks described in our annual report on Form 10-K are not the only risks we face. Additional risks and uncertainties are not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. During the ~~three~~six months ended ~~March 31,~~June 30, 2023, other than as set forth below, there have been no material changes from the risk factors set forth in our annual report on Form 10-K for the year ended December 31, 2022.

Inflation may adversely affect the business, results of operations and financial condition of our portfolio companies.

Certain of our portfolio companies may be impacted by inflation. If such portfolio companies are unable pass any increases in their costs along to their customers, it could adversely affect their results and their ability to impacting their ability to pay interest and principal on our loans. In addition, any projected future decreases in our portfolio companies’ operating results due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of our investments could result in future unrealized losses and therefore reduce our net assets resulting from operations.

The Company is currently operating in a period of capital markets disruption, significant volatility and economic uncertainty.

The global capital markets are experiencing a period of disruption and instability resulting in increasing spreads between the yields realized on riskier debt securities and those realized on risk-free securities, lack of liquidity in parts of the debt capital markets, significant write-offs in the financial services sector and the re-pricing of credit risk in the broadly syndicated market. Highly disruptive market conditions have resulted in increasing volatility and illiquidity in the global credit, debt and equity markets generally. The duration and ultimate effect of such market conditions cannot be accurately forecasted. Extreme uncertainty regarding economic markets is resulting in declines in the market values of potential investments and declines in the market values of investments after they are made or acquired by the Company and affecting the potential for liquidity events involving such investments or portfolio companies. During periods of market disruption, portfolio companies may be more likely to seek to draw on unfunded commitments the Company has made, and the risk of being unable to fund such commitments is heightened during such periods. Applicable accounting standards require the Company to determine the fair value of its investments as the amount that would be received in an orderly transaction between market participants at the measurement date. While most of the Company’s investments are not publicly traded, as part of the Company’s valuation process the Company considers a number of measures, including comparison to publicly traded securities. As a result, volatility in the public capital markets can adversely affect the Company’s investment valuations.

Various social and political tensions around the world, including public health emergencies (such as the spread of infectious diseases, pandemics and epidemics), may contribute to increased market volatility, may have long-term effects on the worldwide financial markets and may cause further economic uncertainties worldwide. In particular, the consequences of the conflict between Russia and Ukraine, including international sanctions, the potential impact on inflation and increased disruption to supply chains may impact portfolio companies. Such consequences also may increase the Company’s funding cost or limit its access to the capital markets.

A prolonged period of market illiquidity may cause the Company to reduce the volume of loans and debt securities originated and/or fund and adversely affect the value of the Company’s portfolio investments, which could have a material and adverse effect on the Company’s business, financial condition, results of operations and cash flows.
49
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(a) None.

(b) Not applicable.

(c) The Master Fund had implemented a share repurchase program, whereby it conducts tender offers each calendar quarter. In accordance with the Liquidation Plan, the Master Fund’s share repurchase program has been suspended effective March 30, 2021.
45
Item 3. Defaults Upon Senior Securities.

(a) None.

(b) Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

The exhibits required by this item are set forth in the Exhibit Index attached hereto and are filed or incorporated as part of this Report.
46 50

SIGNATURES

Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Guggenheim Credit Income Fund

Date: ~~May 15,~~August 9, 2023 By: /s/ Matthew S. Bloom
MATTHEW S. BLOOM
Chief Executive Officer
(Principal Executive Officer)

Date: ~~May 15,~~August 9, 2023 By: /s/ James Howley
JAMES HOWLEY
Chief Financial Officer
(Principal Financial Officer)
47 51

EXHIBIT INDEX
The following exhibits are filed or incorporated as part of this Report.

3.1 Certificate of Trust of the Registrant. (Incorporated by reference to Exhibit 3.1 filed with the ~~Registrant's~~Registrant’s Form 10 as filed on November 5, 2014.)

3.2 Amended and Restated Declaration of Trust of the Registrant. (Incorporated by reference to Exhibit 3.2 filed with the ~~Registrant's~~Registrant’s Form 8-K (File No. 814-01117) as filed on March 16, 2016.)

3.3 Certificate of Amendment to Certificate of Trust (Incorporated by reference to Exhibit 3.1 filed with the ~~Registrant's~~Registrant’s Form 8-K (File No. 814-01117) as filed October 23, 2017.)

3.4 Amended and Restated Bylaws of the Registrant (Incorporated by reference to Exhibit 3.3 filed with the ~~Registrant's~~Registrant’s Form 8-K (File No. 814-01117) as filed on March 16, 2016.)

10.1 Amended and Restated Investment Advisory Agreement by and between the Registrant and Carey Credit Advisors, LLC. (Incorporated by reference to Exhibit 99 (g)(1) filed with Post-Effective Amendment No. 5 to Guggenheim Credit Income Fund - ~~I's~~I’s registration statement on Form N-2 (File No. 333-198667) filed on April 25, 2017.)

10.2 Amended and Restated Investment Sub-Advisory Agreement by and among the Registrant, Carey Credit Advisors, LLC and Guggenheim Partners Investment Management, LLC. (Incorporated by reference to Exhibit 99 (g)(2) filed with Post-Effective Amendment No. 5 to Guggenheim Credit Income Fund - ~~I's~~I’s registration statement on Form N-2 (File No. 333-198667) filed on April 25, 2017.)

10.3 Interim Investment Advisory Agreement between Registrant and Guggenheim Partners Investment Management, LLC.  (Incorporated by reference to Exhibit 99.1 filed with Form 8-K on August 15, 2017.)

10.4 Investment Advisory Agreement by and between the Registrant and Guggenheim Partners Investment Management, LLC. (Incorporated by reference to Exhibit 99.1 filed with the ~~Registrant's~~Registrant’s Form 8-K (File No. 814-01117) as filed October 23, 2017.)

10.5 Amended and Restated Administrative Services Agreement by and between the Registrant and Carey Credit Advisors, LLC. (Incorporated by reference to Exhibit 10.3 filed with the ~~Registrant's~~Registrant’s Form 10-Q as filed on May 12, 2017.)

10.6 Administrative Services Agreement by and between Registrant and Guggenheim Partners Investment Management, LLC.  (Incorporated by reference to Exhibit 99.2 filed with Form 8-K on August 15, 2017.)

10.7 Amendment No 1. to Administrative Services Agreement by and between the Registrant, Guggenheim Credit Income Fund, and Guggenheim Partners Investment Management, LLC. (Incorporated by reference to Exhibit 10.7 filed with the Registrants Form 10-K (File No. 814-01117) as filed on March 12, 2019.)

10.8 Second Amended and Restated Dealer Manager Agreement by and among the Registrant, Guggenheim Credit Income Fund 2016 T and Carey Financial, LLC. (Incorporated by reference to Exhibit 10.4 filed with Guggenheim Credit Income Fund 2016 ~~T's~~T’s Form 10-K (File No. 814-01094) filed on April 17, 2017.)

10.9 Assignment and Assumption Agreement for Dealer Manager Agreement by and among the Registrant, Carey Financial, LLC, and Guggenheim Funds Distributors, LLC. (Incorporated by reference to Exhibit 99.4 filed with Form 8-K on August 15, 2017.)

10.10 Form of Organization and Offering Expense Reimbursement Agreement by and among the Registrant, Carey Credit Advisors, LLC, and Guggenheim Partners Investment Management, LLC.  (Incorporated by reference to Exhibit 99 (k)(4) filed with Pre-Effective Amendment No. 4 to Guggenheim Credit Income Fund 2016 ~~T's~~T’s registration statement on Form N-2 (File 333-198882) filed on July 17, 2015.)

10.11 Form of Amended and Restated Organization and Offering Expense Reimbursement Agreement by and among the Registrant, Carey Credit Advisors, LLC and Guggenheim Partners Investment Management, LLC.  (Incorporated by reference to Exhibit 99.3 filed with Form 8-K on August 15, 2017.)

10.12 Second Amended and Restated Loan Agreement, dated as of June 29, 2018, by and among Hamilton Finance LLC, as borrower, JPMorgan Chase Bank, National Association, as administrative agent, each of the lenders from time to time party thereto, and U.S. Bank National Association, as collateral agent, collateral administrator and securities intermediary. (Incorporated by reference to Exhibit 10.1 filed with Form 8-K on July 6, 2018.)
48 52

14.1 Code of Ethics of the Registrant. (Incorporated by reference to Exhibit 14.1 filed with Guggenheim Credit Income Fund Form 10-Q (File No. 814-01117) filed on November 16, 2020.)

14.2 Code of Ethics of Guggenheim Partners Investment Management, LLC. (Incorporated by reference to Exhibit 14.1 filed with Guggenheim Credit Income Fund Form 10-Q (File No. 814-01117) filed on November 16, 2020.)

31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)

31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)

32 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)
53
49


	Common Shares				Paid-in-Capital in Excess of			Accumulated Loss, net of
	Shares		Amount		Par Value			Distributions			Total
Balance at December 31, 2022		25,594,125	$	26	$	78,102		$	(16,855	)	$	61,273
Operations:
Net investment income		—		—		—			369			369
Net realized gain		—		—		—			1			1
Net change in unrealized appreciation		—		—		—			32			32
Net increase in net assets resulting from operations		—		—		—			402			402
Shareholder distributions:
Distributions from earnings		—		—					(428	)		(428	)
Distributions representing a return of capital		—		—		(16,976	)					(16,976	)
Net decrease in net assets resulting from shareholder distributions		—		—		(16,976	)		(428	)		(17,404	)
Net decrease for the period		—		—		(16,976	)		(26	)		(17,002	)
Balance at March 31, 2023		25,594,125	$	26	$	61,126		$	(16,881	)	$	44,271


	Common Shares				Paid-in-Capital in Excess of			Accumulated Earnings (Loss), net of
	Shares		Amount		Par Value			Distributions			Total
Balance at December 31, 2021		25,594,125	$	26	$	169,019		$	(11,765	)	$	157,280
Operations:
Net investment income		—		—		—			2,052			2,052
Net realized gains		—		—		—			470			470
Net change in unrealized depreciation		—		—		—			(29	)		(29	)
Net increase in net assets resulting from operations		—		—		—			2,493			2,493
Shareholder distributions:
Distributions from earnings		—		—		—			(2,186	)		(2,186	)
Distributions representing a return of capital		—		—		(17,778	)		—			(17,778	)
Net decrease in net assets resulting from shareholder distributions		—		—		(17,778	)		(2,186	)		(19,964	)
Net increase (decrease) for the period		—		—		(17,778	)		307			(17,471	)
Balance at March 31, 2022		25,594,125	$	26	$	151,241		$	(11,458	)	$	139,809


	Common Shares				Paid-in-Capital in Excess of			Accumulated Loss, net of
	Shares		Amount		Par Value			Distributions			Total
Balance at December 31, 2022		25,594,125	$	26	$	78,102		$	(16,855	)	$	61,273
Operations:
Net investment income		—		—		—			369			369
Net realized gain		—		—		—			1			1
Net change in unrealized appreciation		—		—		—			32			32
Net increase in net assets resulting from operations		—		—		—			402			402
Shareholder distributions:
Distributions from earnings		—		—		—			(428	)		(428	)
Distributions representing a return of capital		—		—		(16,976	)		—			(16,976	)
Net decrease in net assets resulting from shareholder distributions		—		—		(16,976	)		(428	)		(17,404	)
Net decrease for the period		—		—		(16,976	)		(26	)		(17,002	)
Balance at March 31, 2023		25,594,125	$	26	$	61,126		$	(16,881	)	$	44,271
Operations:
Net investment income		—		—		—			271			271
Net realized losses		—		—		—			(409	)		(409	)
Net change in unrealized depreciation		—		—		—			(103	)		(103	)
Net decrease in net assets resulting from operations		—		—		—			(241	)		(241	)
Shareholder distributions:
Distributions from earnings		—		—		—			(309	)		(309	)
Distributions representing a return of capital		—		—		(9,675	)		—			(9,675	)
Net decrease in net assets resulting from shareholder distributions		—		—		(9,675	)		(309	)		(9,984	)
Net decrease for the period		—		—		(9,675	)		(550	)		(10,225	)
Balance at June 30, 2023		25,594,125	$	26	$	51,451		$	(17,431	)	$	34,046


March 31, 2023 (in thousands)
Portfolio Company ^{(1) (2) (3)}	Footnotes	Investment	Spread Above Reference Rate ⁽⁴⁾	Interest Rate ^{(4) (5)}		Maturity Date	Principal / Par Amount / Shares ⁽⁶⁾		Amortized Cost ^{(7) (8)}		Fair Value		% of Net Assets
INVESTMENTS
Debt investments - 76.4%
Automotive
Accuride Corporation		Senior Secured Loans - First Lien	L+5.25%	10.09	%	11/17/2023	$	4,084	$	4,069	$	3,255		7.4	%
Total Automotive										4,069		3,255		7.4	%
Beverage, Food & Tobacco
Checkers Holdings Inc		Senior Secured Loans - First Lien	P+3.25%	11.25	%	4/25/2024		1,110		713		876		2.0	%
Total Beverage, Food & Tobacco										713		876		2.0	%
Chemicals, Plastics & Rubber
Drew Marine Group Inc.	(11)	Senior Secured Loans - First Lien	S+4.25%	9.30	%	6/26/2026		963		955		943		2.1	%
Total Chemicals, Plastics & Rubber										955		943		2.1	%
Consumer Goods: Non-Durable
Galls LLC	(10)(11)	Senior Secured Loans - First Lien	L+7.25%	11.58	%	1/31/2025		3,695		3,685		3,602		8.1	%
Galls LLC (Delayed Draw B)	(10)(11)	Senior Secured Loans - First Lien	L+7.25%	11.58	%	1/31/2025		542		540		528		1.2	%
Galls LLC (Revolver)	(9)(11)	Senior Secured Loans - First Lien	S+6.85%	11.58	%	1/31/2024		494		481		478		1.1	%
										4,706		4,608		10.4	%

Pure Fishing, Inc.		Senior Secured Loans - First Lien	L+4.50%	9.24	%	12/19/2025		3,889		3,665		2,422		5.5	%
Total Consumer Goods: Non-Durable										8,371		7,030		15.9	%
Energy: Oil & Gas
Basic Energy Services Inc	(13)	Senior Secured Bonds	N/A	N/A		10/15/2023		4,291		1,458		43		0.1	%
Permian Production Partners	(10)(11)	Senior Secured Loans - First Lien	L+8.00%	12.85	%	11/23/2025		412		261		411		0.9	%
Total Energy: Oil & Gas										1,719		454		1.0	%
Metals & Mining
Polyvision Corp.	(10)(11)	Senior Secured Loans - First Lien	L+7.50%	12.77	%	2/21/2026		3,555		3,520		3,271		7.4	%
Polyvision Corp.	(10)(11)	Senior Secured Loans - First Lien	L+7.50%	12.77	%	2/21/2026		1,001		991		921		2.1	%
Polyvision Corp. (Delayed Draw)	(10)(11)	Senior Secured Loans - First Lien	L+7.50%	12.60	%	2/21/2026		138		138		127		0.3	%
Polyvision Corp. (Revolver)	(9)(10)(11)	Senior Secured Loans - First Lien	L+8.50%	13.70	%	8/21/2025		926		851		846		1.9	%
Total Metals & Mining										5,500		5,165		11.7	%
Retail
Save-a-Lot	(11)	Senior Secured Loans - First Lien	S+7.25%	12.21	%	6/30/2026		1,039		935		1,005		2.3	%
Save-a-Lot	(11)	Senior Secured Loans - First Lien	S+7.25%	12.21	%	6/30/2026		466		261		434		1.0	%
Save-a-Lot	(11)	Senior Secured Loans - First Lien	S+9.50%	14.46	%	12/31/2026		794		445		543		1.2	%
Total Retail										1,641		1,982		4.5	%


June 30, 2023 (in thousands)
Portfolio Company ^{(1) (2) (3)}	Footnotes	Investment	Spread Above Reference Rate ⁽⁴⁾	Interest Rate ^{(4) (5)}	Maturity Date	Principal / Par Amount / Shares ⁽⁶⁾		Amortized Cost ^{(7) (8)}		Fair Value		% of Net Assets
INVESTMENTS
Debt investments - 85.9%
Automotive
Accuride Corporation		Senior Secured Loans - First Lien	L+5.25%	10.44%	11/17/2023	$	4,073	$	4,064	$	3,362		9.9	%
Total Automotive									4,064		3,362		9.9	%
Chemicals, Plastics & Rubber
Drew Marine Group Inc.	(11)	Senior Secured Loans - First Lien	S+4.25%	9.64%	6/26/2026		960		953		942		2.8	%
Total Chemicals, Plastics & Rubber									953		942		2.8	%
Consumer Goods: Non-Durable
Galls LLC	(10)(11)	Senior Secured Loans - First Lien	S+7.42%	12.46%	1/31/2025		3,690		3,681		3,597		10.6	%
Galls LLC (Delayed Draw B)	(10)(11)	Senior Secured Loans - First Lien	S+7.20%	11.80%	1/31/2025		541		540		528		1.6	%
Galls LLC (Revolver)	(9)(11)	Senior Secured Loans - First Lien	S+6.38%	11.99%	1/31/2024		424		415		409		1.2	%
									4,636		4,534		13.4	%

Pure Fishing, Inc.		Senior Secured Loans - First Lien	S+4.61%	9.72%	12/19/2025		3,878		3,676		2,831		8.3	%
Total Consumer Goods: Non-Durable									8,312		7,365		21.7	%
Energy: Oil & Gas
Basic Energy Services Inc	(13)	Senior Secured Bonds	N/A	N/A	10/15/2023		4,291		1,458		32		0.1	%
Permian Production Partners	(10)(11)	Senior Secured Loans - First Lien	S+8.11%	13.22%	11/23/2025		414		273		413		1.2	%
Total Energy: Oil & Gas									1,731		445		1.3	%
Metals & Mining
Polyvision Corp.	(10)(11)	Senior Secured Loans - First Lien	S+8.50%	13.77%	2/21/2026		3,686		3,651		3,133		9.2	%
Polyvision Corp.	(10)(11)	Senior Secured Loans - First Lien	S+8.50%	13.77%	2/21/2026		1,038		1,028		882		2.6	%
Polyvision Corp. (Delayed Draw)	(10)(11)	Senior Secured Loans - First Lien	S+8.63%	13.78%	2/21/2026		141		141		120		0.4	%
Polyvision Corp. (Revolver)	(10)(11)	Senior Secured Loans - First Lien	S+8.63%	13.78%	2/21/2026		966		897		821		2.4	%
Total Metals & Mining									5,717		4,956		14.6	%
Retail
Save-a-Lot	(11)	Senior Secured Loans - First Lien	S+7.35%	12.21%	6/30/2026		995		895		965		2.8	%
Save-a-Lot	(11)	Senior Secured Loans - First Lien	S+7.35%	12.21%	6/30/2026		466		261		436		1.3	%
Save-a-Lot	(11)	Senior Secured Loans - Second Lien	S+11.50%	16.47%	12/31/2026		823		474		572		1.7	%
Total Retail									1,630		1,973		5.8	%

March 31, 2023 (in thousands)
Derivative Counterparty	Settlement Date	Amount Purchased		Amount Sold		Amortized Cost ^{(7) (8)}		Fair Value			% of Net Assets
Foreign Currency Forward Contracts
JPMorgan Chase Bank	4/17/2023	$	362	£	297		—	$	(5	)		—	%
								$	(5	)		—	%

	Coupon Rate	PIK Component			Cash Component	PIK Option
Galls LLC	~~L+7.25%~~S+7.42%		0.50	%	~~L+6.75%~~S+6.92%	The Portfolio Company may elect PIK up to 0.50%.
Galls LLC	~~L+7.25%~~S+7.20%		0.50	%	~~L+6.75%~~S+6.70%	The Portfolio Company may elect PIK up to 0.50%.
Polyvision Corp.	~~L+7.50%~~S+8.50%		~~1.00~~2.00	%	L+S+6.50%	The Portfolio Company may elect PIK up to ~~1.00%~~2.00%.
Polyvision Corp.	~~L+7.50%~~S+8.50%		~~1.00~~2.00	%	L+S+6.50%	The Portfolio Company may elect PIK up to ~~1.00%~~2.00%.
Polyvision Corp.	~~L+7.50%~~S+8.63%		~~1.00~~2.00	%	~~L+6.50%~~S+6.63%	The Portfolio Company may elect PIK up to ~~1.00%~~2.00%.
Polyvision Corp.	~~L+8.50%~~S+8.63%		~~1.00~~2.00	%	~~L+7.50%~~S+6.63%	The Portfolio Company may elect PIK up to ~~1.00%~~2.00%.
Permian Production Partners	~~L+8.00%~~S+8.11%		2.00	%	~~L+6.00%~~S+6.11%	The Portfolio Company may elect PIK up to 2.00%.

December 31, 2022 (in thousands)
Portfolio Company ^{(1) (2) (3)}	Footnotes	Investment	Spread Above Reference Rate ⁽⁴⁾	Interest Rate ^{(4) (5)}		Maturity Date	Principal / Par Amount / Shares ⁽⁶⁾		Amortized Cost ^{(7) (8)}		Fair Value		% of Net Assets
INVESTMENTS
Debt investments - 65.7%
Automotive
Accuride Corporation		Senior Secured Loans - First Lien	L+5.25%	9.98	%	11/17/2023	$	4,095	$	4,072	$	3,490		5.7	%
Total Automotive										4,072		3,490		5.7	%
Beverage, Food & Tobacco
Checkers Holdings Inc		Senior Secured Loans - First Lien	L+4.25%	8.99	%	4/25/2024		1,110		713		910		1.5	%
Total Beverage, Food & Tobacco										713		910		1.5	%
Chemicals, Plastics & Rubber
Drew Marine Group Inc.	(11)	Senior Secured Loans - First Lien	L+4.25%	8.98	%	6/26/2026		965		957		944		1.5	%
Total Chemicals, Plastics & Rubber										957		944		1.5	%
Consumer Goods: Non-Durable
Galls LLC	(10)(11)	Senior Secured Loans - First Lien	L+7.25%	11.16	%	1/31/2025		3,699		3,689		3,607		5.9	%
Galls LLC (Delayed Draw B)	(10)(11)	Senior Secured Loans - First Lien	L+7.25%	11.16	%	1/31/2025		543		541		529		0.9	%
Galls LLC (Revolver)	(9)(11)	Senior Secured Loans - First Lien	L+6.75%	11.12	%	1/31/2024		442		425		426		0.7	%
										4,655		4,562		7.5	%

Pure Fishing, Inc.		Senior Secured Loans - First Lien	L+4.50%	8.88	%	12/19/2025		3,899		3,654		2,610		4.3	%
Total Consumer Goods: Non-Durable										8,309		7,172		11.8	%
Energy: Oil & Gas
Basic Energy Services Inc	(11)(13)	Senior Secured Bonds	N/A	N/A		10/15/2023		4,291		1,520		102		0.2	%
Permian Production Partners	(10)(11)	Senior Secured Loans - First Lien	L+8.00%	12.39	%	11/23/2025		410		250		409		0.7	%
Total Energy: Oil & Gas										1,770		511		0.9	%
Hotel, Gaming & Leisure
ASM Global		Senior Secured Loans - First Lien	L+2.50%	6.91	%	1/23/2025		2,281		2,279		2,228		3.6	%
Total Hotel, Gaming & Leisure										2,279		2,228		3.6	%
Metals & Mining
Polyvision Corp.	(10)(11)	Senior Secured Loans - First Lien	L+7.50%	11.07	%	2/21/2026		3,555		3,520		3,271		5.3	%
Polyvision Corp.	(10)(11)	Senior Secured Loans - First Lien	L+7.50%	11.07	%	2/21/2026		1,001		991		921		1.5	%
Polyvision Corp. (Delayed Draw)	(10)(11)	Senior Secured Loans - First Lien	L+7.50%	12.60	%	2/21/2026		138		138		127		0.2	%
Polyvision Corp. (Revolver)	(9)(10)(11)	Senior Secured Loans - First Lien	L+7.50%	11.12	%	8/21/2025		924		851		846		1.4	%
Total Metals & Mining										5,500		5,165		8.4	%
Retail
Save-a-Lot		Senior Secured Loans - First Lien	S+7.25%	11.93	%	6/30/2026		1,088		979		899		1.4	%
Save-a-Lot		Senior Secured Loans - First Lien	S+7.25%	11.93	%	6/30/2026		466		261		385		0.6	%

Schedule of investment portfolio at amortized cost and fair value
	March 31, 2023							December 31, 2022							June 30, 2023							December 31, 2022
	Amortized Cost		Fair Value		Percentage of Investments at Fair Value			Amortized Cost		Fair Value		Percentage of Investments at Fair Value			Amortized Cost		Fair Value		Percentage of Investments at Fair Value			Amortized Cost		Fair Value		Percentage of Investments at Fair Value
Senior secured loans - first lien	$	35,834	$	33,748		98.5	%	$	41,668	$	39,028		96.0	%	$	30,852	$	28,601		96.4	%	$	41,668	$	39,028		96.0	%
Senior secured loans - second lien		—		—		—			5,250		1,126		2.8			474		572		1.9			5,250		1,126		2.8
Senior secured bonds		1,458		43		0.1			1,520		102		0.3			1,458		32		0.1			1,520		102		0.3
Total senior debt	$	37,292	$	33,791		98.6	%	$	48,438	$	40,256		99.1	%	$	32,784	$	29,205		98.4	%	$	48,438	$	40,256		99.1	%
Equity and other		4,649		458		1.4			—		385		0.9			4,649		433		1.6			—		385		0.9
Total investments	$	41,941	$	34,249		100.0	%	$	48,438	$	40,641		100.0	%	$	37,433	$	29,638		100.0	%	$	48,438	$	40,641		100.0	%

Schedule of investment portfolio as a percentage
Geographic Dispersion	March 31, 2023			December 31, 2022			June 30, 2023			December 31, 2022
United States of America		100.0	%		100.0	%		100.0	%		100.0	%
Total investments		100.0	%		100.0	%		100.0	%		100.0	%

Schedule of foreign currency forward contracts
March 31, 2023
December 31, 2022													December 31, 2022
Foreign Currency	Settlement Date	Statement Location	Counterparty	Amount Transacted		Notional Value at Settlement		Notional Value at Period End		Fair Value				Settlement Date	Statement Location	Counterparty	Amount Transacted		Notional Value at Settlement		Notional Value at Period End		Fair Value
GBP	April 17, 2023	Unrealized depreciation on foreign currency forward contracts	JPMorgan Chase Bank, N.A.	£	297	$	362	$	367	$	(5	)		January 17, 2023	Unrealized appreciation on foreign currency forward contracts	JPMorgan Chase Bank, N.A.	£	2,457	$	3,045	$	2,972	$	73
Total						$	362	$	367	$	(5	)							$	3,045	$	2,972	$	73

Schedule of net realized and unrealized gains and losses on derivative instruments
		For the Three Months Ended March 31,
	Statement Location	2023			2022
Net realized gains (losses)
Foreign currency forward contracts	Net realized gains (losses) on foreign currency forward contracts	$	111		$	(125	)
Net change in unrealized appreciation (depreciation)
Foreign currency forward contracts	Net change in unrealized appreciation (depreciation) on foreign currency forward contracts		(78	)		254
Net realized and unrealized gains on foreign currency forward contracts		$	33		$	129

Schedule of derivative assets and liabilities
As of	Counterparty	Gross Derivative Assets in Statement of Assets and Liabilities		Gross Derivative Liabilities in Statement of Assets and Liabilities			Collateral Pledged (Received)		Net position of Derivative Assets, Liabilities and Pledged Collateral			Counterparty	Gross Derivative Assets in Statement of Assets and Liabilities		Gross Derivative Liabilities in Statement of Assets and Liabilities		Collateral Pledged (Received)		Net position of Derivative Assets, Liabilities and Pledged Collateral
March 31, 2023	JP Morgan Chase Bank, N.A.	$	—	$	(5	)	$	—	$	(5	)
June 30, 2023												JP Morgan Chase Bank, N.A.	$	—	$	—	$	—	$	—
December 31, 2022	JP Morgan Chase Bank, N.A.	$	73	$	—		$	—	$	73		JP Morgan Chase Bank, N.A.	$	73	$	—	$	—	$	73

Schedule of investment portfolio at fair value
	March 31, 2023
	Level 1			Level 2			Level 3			Total
Investments
Senior secured loans - first lien	$	—		$	6,553		$	27,195		$	33,748
Senior secured loans - second lien		—			—			—			—
Senior secured bonds		—			43			—			43
Total senior debt	$	—		$	6,596		$	27,195		$	33,791
Equity and other		—			30			428			458
Total investments	$	—		$	6,626		$	27,623		$	34,249
Percentage		0.0	%		19.3	%		80.7	%		100.0	%
Derivative Instruments
Foreign currency forward contracts	$	—		$	(5	)	$	—		$	(5	)

Schedule of fair value changes in investments
	For the Three Months Ended March 31, 2023
	Senior Secured Loans - First Lien			Senior Secured Loans - Second Lien		Senior Secured Bonds			Equity and Other			Total
Balance as of January 1, 2023	$	25,149		$	—	$	102		$	385		$	25,636
Additions ⁽¹⁾		264			—		—			4,650			4,914
Sales and repayments ⁽²⁾		(244	)		—		—			(317	)		(561	)
Net realized gains ⁽³⁾		5			—		—			317			322
Net change in unrealized appreciation (depreciation) on investments ⁽⁴⁾		235			—		—			(4,577	)		(4,342	)
Net discount accretion		18			—		—			—			18
Transfers into Level 3 ⁽⁵⁾		1,768			—		—			—			1,768
Transfers out of Level 3 ⁽⁶⁾		—			—		(102	)		(30	)		(132	)
Fair value balance as of March 31, 2023	$	27,195		$	—	$	—		$	428		$	27,623
Change in net unrealized appreciation (depreciation) on investments held as of March 31, 2023	$	232		$	—	$	—		$	(4,301	)	$	(4,069	)

Schedule of fair value changes in investments
	For the Three Months Ended June 30, 2023
	Senior Secured Loans - First Lien			Senior Secured Loans - Second Lien		Senior Secured Bonds		Equity and Other			Total
Balance as of April 1, 2023	$	27,195		$	—	$	—	$	428		$	27,623
Additions ⁽¹⁾		590			572		—		—			1,162
Sales and repayments ⁽²⁾		(5,010	)		—		—		—			(5,010	)
Net realized gains ⁽³⁾		30			—		—		—			30
Net change in unrealized depreciation on investments ⁽⁴⁾		(416	)		—		—		(16	)		(432	)
Net discount accretion		19			—		—		—			19
Fair value balance as of June 30, 2023	$	22,408		$	572	$	—	$	412		$	23,392
Change in net unrealized depreciation on investments held as of June 30, 2023	$	(421	)	$	—	$	—	$	(16	)	$	(437	)

	For the Six Months Ended June 30, 2023
	Senior Secured Loans - First Lien			Senior Secured Loans - Second Lien		Senior Secured Bonds			Equity and Other			Total
Balance as of January 1, 2023	$	25,149		$	—	$	102		$	385		$	25,636
Additions ⁽¹⁾		854			572		—			4,650			6,076
Sales and repayments ⁽²⁾		(5,254	)		—		—			(317	)		(5,571	)
Net realized gains ⁽³⁾		35			—		—			317			352
Net change in unrealized depreciation on investments ⁽⁴⁾		(181	)		—		—			(4,593	)		(4,774	)
Net discount accretion		37			—		—			—			37
Transfers into Level 3 ⁽⁵⁾		1,768			—		—			—			1,768
Transfers out of Level 3 ⁽⁶⁾		—			—		(102	)		(30	)		(132	)
Fair value balance as of June 30, 2023	$	22,408		$	572	$	—		$	412		$	23,392
Change in net unrealized depreciation on investments held as of June 30, 2023	$	(448	)	$	—	$	—		$	(68	)	$	(516	)

	For the Three Months Ended March 31, 2022
	Senior Secured Loans - First Lien			Senior Secured Loans - Second Lien			Equity and Other			Total
Balance as of January 1, 2022	$	64,661		$	14,510		$	897		$	80,068
Additions ⁽¹⁾		1,224			—			—			1,224
Sales and repayments ⁽²⁾		(16,648	)		—			(2	)		(16,650	)
Net realized gains (losses) ⁽³⁾		635			—			(14	)		621
Net change in unrealized appreciation (depreciation) on investments ⁽⁴⁾		(1,030	)		(25	)		1,441			386
Net discount accretion		51			8			—			59
Transfers out of Level 3 ⁽⁵⁾		—			(1,055	)		—			(1,055	)
Fair value balance as of March 31, 2022	$	48,893		$	13,438		$	2,322		$	64,653
Change in net unrealized appreciation on investments held as of March 31, 2022	$	(156	)	$	(25	)	$	1,431		$	1,250

	For the Three Months Ended June 30, 2022
	Senior Secured Loans - First Lien			Senior Secured Loans - Second Lien			Senior Secured Bonds			Equity and Other			Total
Balance as of April 1, 2022	$	48,893		$	13,438		$	—		$	2,322		$	64,653
Additions ⁽¹⁾		424			—			—			—			424
Sales and repayments ⁽²⁾		(603	)		(6,000	)		(306	)		—			(6,909	)
Net realized gains ⁽³⁾		14			55			—			—			69
Net change in unrealized appreciation (depreciation) on investments ⁽⁴⁾		(935	)		(33	)		395			(200	)		(773	)
Net discount accretion		73			5			—			—			78
Transfers into Level 3 ⁽⁵⁾		4,487			—			90			—			4,577
Transfers out of Level 3 ⁽⁵⁾		(513	)		(2,413	)		—			—			(2,926	)
Fair value balance as of June 30, 2022	$	51,840		$	5,052		$	179		$	2,122		$	59,193
Change in net unrealized appreciation (depreciation) on investments held as of June 30, 2022	$	(935	)	$	(81	)	$	395		$	(200	)	$	(821	)

	For the Six Months Ended June 30, 2022
	Senior Secured Loans - First Lien			Senior Secured Loans - Second Lien			Senior Secured Bonds			Equity and Other			Total
Balance as of January 1, 2022	$	64,661		$	14,510		$	—		$	897		$	80,068
Additions ⁽¹⁾		1,648			—			—			—			1,648
Sales and repayments ⁽²⁾		(17,251	)		(6,000	)		(306	)		(2	)		(23,559	)
Net realized gains (losses) ⁽³⁾		649			55			—			(14	)		690
Net change in unrealized appreciation (depreciation) on investments ⁽⁴⁾		(1,965	)		(59	)		395			1,241			(388	)
Net discount accretion		124			14			—			—			138
Transfers into Level 3 ⁽⁵⁾		4,487			—			90			—			4,577
Transfers out of Level 3 ⁽⁵⁾		(513	)		(3,468	)		—			—			(3,981	)
Fair value balance as of June 30, 2022	$	51,840		$	5,052		$	179		$	2,122		$	59,193
Change in net unrealized appreciation on investments held as of June 30, 2022	$	(1,214	)	$	(82	)	$	287		$	1,230		$	221

Schedule of related party fees, expenses and transactions
		For the Three Months Ended June 30,				For the Six Months Ended June 30,
Related Party ^{(1) (2)}	Source Agreement & Description	2023		2022		2023		2022
	Expenses:
Guggenheim	Investment Advisory Agreement - management fee	$	186	$	572	$	441	$	1,220
Guggenheim	Administrative Services Agreement - expense reimbursement		95		169		197		229
	Income:
Guggenheim	Share on capital structuring fees and administrative agency fees		3		3		5		6

Schedule of related party fees, expenses and transactions
Related		For the Three Months Ended March 31,
Party ^{(1) (2)}	Source Agreement & Description	2023		2022
	Expenses:
Guggenheim	Investment Advisory Agreement - management fee	$	255	$	648
Guggenheim	Administrative Services Agreement - expense reimbursement		102		60
	Income:
Guggenheim	Share on capital structuring fees and administrative agency fees		2		3

Schedule of unfunded commitments
		Total Unfunded Commitments
Category / Portfolio Company ⁽¹⁾	March 31, 2023			December 31, 2022
Allvue Systems (Revolver)		79			26
Apptio, Inc. (Revolver)		33			131
Galls LLC (Revolver)		118			170
Polyvision Corp. (Revolver)		3			5
PSI Services LLC (Revolver)		—	⁽²⁾		—	⁽²⁾
Wide Orbit (Revolver)		—			293
Total Unfunded Commitments	$	233		$	625

Schedule of financial highlights
	For the Three Months Ended March 31,
	2023			2022
PER COMMON SHARE OPERATING PERFORMANCE
Net asset value, beginning of period	$	2.39		$	6.15
Net investment income ⁽¹⁾		0.01			0.08
Net realized gains ⁽¹⁾		—			0.02
Net change in unrealized appreciation (depreciation) ⁽²⁾		0.01			(0.01	)
Net increase resulting from operations		0.02			0.09
Distributions to Common Shareholders ⁽³⁾
Distributions from net investment income		(0.02	)		(0.09	)
Distributions representing return of capital		(0.66	)		(0.69	)
Net decrease resulting from distributions		(0.68	)		(0.78	)
Net asset value, end of period	$	1.73		$	5.46

INVESTMENT RETURNS
Total investment return ⁽⁴⁾		0.66	%		1.63	%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period	$	44,271		$	139,809
Average net assets ⁽⁵⁾	$	57,242		$	148,879
Common Shares outstanding, end of period		25,594,125			25,594,125
Weighted average Common Shares outstanding		25,594,125			25,594,125

Ratios-to-average net assets: ⁽⁵⁾
Total expenses		0.96	%		0.74	%
Net investment income		0.64	%		1.38	%

Portfolio turnover rate ^{(5) (6)}		13.38	%		1.10	%

Schedule of distributions
Record Date	Payment Date	Distribution Per Common Share at Record Date		Distribution Per Common Share at Payment Date		Cash Distribution		Payment Date	Distribution Per Common Share at Record Date		Distribution Per Common Share at Payment Date		Cash Distribution
For Calendar Year 2023
March 20	March 21	$	0.68000	$	0.68000	$	17,404	March 21	$	0.68000	$	0.68000	$	17,404
June 20								June 22		0.39000		0.39000		9,984
				$	0.68000	$	17,404				$	1.07000	$	27,388

For Calendar Year 2022
February 1	February 3	$	0.78000	$	0.78000	$	19,964	February 3	$	0.78000	$	0.78000	$	19,964
May 18								May 20		0.78000		0.78000		19,963
				$	0.78000	$	19,964				$	1.56000	$	39,927

Noted Information	GCIF (Master Fund)			GCIF 2016 T			GCIF 2019
Cumulative Liquidating Distributions declared per share through May 15, 2023	$	6.55		$	6.89		$	18.89
Number of Portfolio Companies at beginning of Year		18			—			—
Number of Portfolio Companies at end of Period		14			—			—
YTD Portfolio sales and repayments ($ in thousands)	$	11,388		$	—		$	—
Cumulative Liquidating Distributions Declared through May 15, 2023 ($ in thousands)	$	(167,642	)	$	(112,288	)	$	(32,798	)
Percentage of December 31, 2020 NAV Declared through May 15, 2023		86.64	%		86.34	%		83.33	%
Net Assets at beginning of Year ($ in thousands)	$	61,273		$	41,115		$	12,926
Net Assets at end of Period ($ in thousands)	$	44,271		$	29,760		$	9,570
Net asset value per share at end of period	$	1.73		$	1.83		$	5.51

	As of
	March 31, 2023		December 31, 2022
Total assets	$	46,480	$	62,145
Adjusted total assets (total assets net of payable for investments purchased)	$	46,480	$	62,145
Investments in portfolio companies, at fair value	$	34,249	$	40,641
Net assets	$	44,271	$	61,273
Net asset value per Common Share	$	1.73	$	2.39

	For the Three Months Ended March 31,
	2023		2022
Average net assets	$	57,242	$	148,879
Cost of investments purchased	$	4,905	$	1,242
Sales of investments	$	11,123	$	7,718
Principal payments	$	267	$	9,584
Net investment income	$	369	$	2,052
Net realized gains (losses)	$	1	$	470
Net change in unrealized appreciation (depreciation)	$	32	$	(29	)
Net increase in net assets resulting from operations	$	402	$	2,493
Total distributions to shareholders	$	17,404	$	19,964
Net investment income per Common Share - basic and diluted	$	0.01	$	0.08
Earnings per Common Share - basic and diluted	$	0.02	$	0.10
Distributions per Common Share	$	0.68	$	0.78

	For the Three Months Ended March 31, 2023
Investment activity segmented by access channel:	Amount		Percentage
Direct originations	$	127		100.0	%
Syndicated transactions		—		—	%
Total investment commitments entered during the period	$	127		100.0	%

	~~For the Three Months Ended March 31, 2023~~
~~Portfolio companies at beginning of period~~		18
~~Number of added portfolio companies~~		—
~~Number of exited portfolio companies~~		(4	)
~~Portfolio companies at period end~~		14

~~Number of debt investments at period end~~		25
~~Number of equity/other investments at period end~~		7